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Registered number: 02815349









Fresh Freight Limited









Annual report and financial statements

For the year ended 31 December 2023

 
Fresh Freight Limited
 
 
Company Information


Directors
D G Quigley 
B J Warrillow (appointed 21 December 2024)
G Jenkins (appointed 21 December 2024)
B J Germany (appointed 21 December 2024)




Registered number
02815349



Registered office
The Railhead Building Earlsway
Team Valley Trading Estate

Gateshead

Tyne & Wear

NE11 0QY




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

SK1 3GG





 
Fresh Freight Limited
 

Contents



Page
Strategic report
 
1 - 2
Directors' report
 
3 - 4
Independent auditors' report
 
5 - 8
Statement of comprehensive income
 
9
Balance sheet
 
10
Statement of changes in equity
 
11
Notes to the financial statements
 
12 - 31


 
Fresh Freight Limited
 
 
Strategic report
For the year ended 31 December 2023

Introduction
 
The directors present their strategic report and financial statements for the year ended 31 December 2023. 

Business review
 
The principal activity of the company continues to be the provision of transport, distribution and warehousing services. 
The directors confirm that turnover for the year ended 31 December 2023 was £20,396,822 compared to £22,746,721 for the year ended 31 December 2022. The company continues to target domestic trade and endeavours to profitably grow this service provision.
The Gross Profit for the year was £3,455,410 compared to £3,997,123 for the year ended 31 December 2022. Gross margin decreased to 17.0% from 17.6%.
Administration costs were £3,306,294 compared to £3,796,601 in the year ended 31st December 2022. The company made a profit in the year of £133,976 compared to a profit of £57,266 for the year ended 31 December 2022.
During 2023 part of the warehouse trade and activity within Fresh Freight Limited was transferred to another subsidiary within the group. The transfer was undertaken in the form of a business purchase agreement between Fresh Freight Limited and Kinaxia Logistics & Fulfilment Ltd.

Principal risks and uncertainties
 
The Directors have assessed the main risks to the company as being the availability of qualified drivers and resources to meet future growth, fuel price, driver wage costs, other cost inflation and the price sensitive nature of pallet network business. 
The directors believe that these risks are mitigated by the continued efforts to maintain a competitive advantage through high customer service levels, increasing use of new technology, customer pricing reviews and policies to attract and retain high calibre staff.
The company makes little use of financial instruments other than an operational bank account and so its exposure to credit risk, liquidity risk and cash flow risk is not material for the assessment of the assets, liabilities, financial position and profit or loss of the company.
Given the recent shift in the overall economic climate during 2023 with significant increasing costs and some uncertainty around future activity the directors believe there is some price risk in the sector. This is being managed by ensuring customer prices are reviewed annually to pass through these operating costs, particularly with fuel where we have reviewed our surcharge mechanism and implemented fuel and driver surcharges in a number of areas across the group. 
The group continues to implement a group procurement initiative to utilise the combined buying power across the group rather than sourcing suppliers locally. This involves prioritising our supplier spend by category and consolidating suppliers focusing on price, service offering, consolidating the number of suppliers and the number of invoices we have to process within our back office.

Page 1

 
Fresh Freight Limited
 

Strategic report (continued)
For the year ended 31 December 2023

Financial key performance indicators
 
The company's financial KPI's focus on a number of critical areas. Gross margin remains the major factor in shaping the future success of the business and this is evidenced by the improving performance year on year.
Business liquidity runs in parallel with margins and is closely monitored through both debtor and creditor management.
Other financial KPI's are as follows:
- Working capital analysis
- Cashflow forecasting
- Review of turnover : actual v forecast.
- Analysis of overhead expenditure: actual v forecast.

Other key performance indicators
 
Non financial KPI's are numerous but centre on the following:
- Supplier on time delivery performance
- Employee workforce management
- Health & Safety


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



B J Warrillow
Director

Date: 31 January 2025

Page 2

 
Fresh Freight Limited
 
 
 
Directors' report
For the year ended 31 December 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make 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 Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £159,806 (2022 - £57,266).

The directors do not recommend the payment of a final dividend.

Directors

The directors who served during the year were:

D G Quigley 
J Toft             (resigned 29/02/2024) (resigned 29 February 2024)
G R Norfolk (resigned 21 December 2024)
P R Fields (resigned 21 December 2024)

Future developments

The directors consider that the forthcoming financial year will be another year of solid performance building further security for all our stakeholders.

Page 3

 
Fresh Freight Limited
 
 
 
Directors' report (continued)
For the year ended 31 December 2023

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

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

Post balance sheet events

On 21 December 2024, following an extended restructuring process, the Group repaid in full the entire term loan facility agreement with DE Shaw and replaced it with a new term loan of £39 million, alongside 90% equity in the Group. The loan notes carry a fixed interest rate of 8%, payable in cash if certain liquidity conditions are met or, alternatively, rolled up as Payment In Kind (PIK) interest. The loan is secured by a fixed and floating charge over the assets of the Group.
The new facility is due for repayment in June 2027, with an option to break in June 2026. This successful restructuring provides the Group with short- to medium-term financial stability, enabling it to focus on delivering its strategic objectives.
On 21 December 2024, the ultimate controlling party of Kinaxia Limited changed from Ensco 1477 Limited to DELALV Delaware Holdco, L.L.C., a company registered in Delaware, USA. The transfer of control occurred as part of a group restructuring.

Auditors

The auditorsHurst Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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




B J Warrillow
Director

Date: 31 January 2025

Page 4

 
Fresh Freight Limited
 
 
 
Independent auditors' report to the members of Fresh Freight Limited
 

Opinion


We have audited the financial statements of Fresh Freight Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


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 ReportOur 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.


Page 5

 
Fresh Freight Limited
 
 
 
Independent auditors' report to the members of Fresh Freight Limited (continued)


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 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 Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
Fresh Freight Limited
 
 
 
Independent auditors' report to the members of Fresh Freight 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 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:

Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
• The nature of the industry and sector in which the company operates; the control environment and business     performance including key drivers for directors' remuneration, bonus levels and performance targets.
• The outcome of enquiries of local management and parent company management, including whether management    was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge   of any actual, suspected, or alleged fraud. 
• Supporting documentation relating to the Company's policies and procedures for:
 - Identifying, evaluating, and complying with laws and regulations
 - Detecting and responding to the risks of fraud
• The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
• The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the    financial statements and any potential indicators of fraud.
• The legal and regulatory framework in which the Company operates, particularly those laws and regulations which    have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or    which had a fundamental effect on the operations of the Company, including General Data Protection requirements,   Anti-bribery and Corruption, Goods Vehicle (Licensing of Operators) Act, and The Vehicle Drivers Regulations. 
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
• Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with    the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
• Discussions with management, including consideration of known or suspected instances of non-compliance with    laws and regulations and fraud.
• Evaluation of the operating effectiveness of management’s controls designed to prevent and detect  irregularities.
• Enquiring of management about any actual and potential litigation and claims.
• Reading minutes of meetings of those charges with governance. 
• Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of    material misstatement due to fraud.
 
Page 7

 
Fresh Freight Limited
 
 
 
Independent auditors' report to the members of Fresh Freight Limited (continued)



We have also considered the risk of fraud through management override of controls by:
• Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to    identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or   error.
• Challenging assumptions made by management in their significant accounting estimates, and assessing whether the    judgements made in making accounting estimates are indicative of a potential bias; and
• Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of    business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them.  Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
 


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.


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 2006Our 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.




John Glover (Senior Statutory Auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
Stockport
SK1 3GG

31 January 2025
Page 8

 
Fresh Freight Limited
 
 
Statement of comprehensive income
For the year ended 31 December 2023

2023
2022
Note
£
£

  

Turnover
 4 
20,396,822
22,746,721

Cost of sales
  
(16,941,412)
(18,749,598)

Gross profit
  
3,455,410
3,997,123

Administrative expenses
  
(3,306,294)
(3,796,601)

Operating profit
 5 
149,116
200,522

Income from fixed assets investments
  
10,510
15,764

Interest receivable and similar income
 9 
-
390

Interest payable and similar expenses
 10 
(95,992)
(82,090)

Profit before tax
  
63,634
134,586

Tax on profit
 11 
96,172
(77,320)

Profit for the financial year
  
159,806
57,266

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 12 to 31 form part of these financial statements.

Page 9

 
Fresh Freight Limited
Registered number: 02815349

Balance sheet
As at 31 December 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 12 
10,531
13,220

Tangible assets
 13 
300,343
932,850

Investments
 14 
260
260

  
311,134
946,330

Current assets
  

Stocks
 15 
76,093
56,915

Debtors: amounts falling due within one year
 16 
6,139,097
5,066,386

Cash at bank and in hand
 17 
442,927
997,997

  
6,658,117
6,121,298

Creditors: amounts falling due within one year
 18 
(4,499,596)
(4,637,380)

Net current assets
  
 
 
2,158,521
 
 
1,483,918

Total assets less current liabilities
  
2,469,655
2,430,248

Creditors: amounts falling due after more than one year
 19 
(78,502)
(102,729)

Provisions for liabilities
  

Deferred tax
 21 
(20,616)
(116,788)

Net assets
  
2,370,537
2,210,731


Capital and reserves
  

Called up share capital 
 22 
5,412
5,412

Share premium account
 23 
797,766
797,766

Profit and loss account
 23 
1,567,359
1,407,553

  
2,370,537
2,210,731


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



B J Warrillow
Director

Date: 31 January 2025

The notes on pages 12 to 31 form part of these financial statements.

Page 10

 
Fresh Freight Limited
 

Statement of changes in equity
For the year ended 31 December 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 January 2023
5,412
797,766
1,407,553
2,210,731


Comprehensive income for the year

Profit for the year
-
-
159,806
159,806
Total comprehensive income for the year
-
-
159,806
159,806


At 31 December 2023
5,412
797,766
1,567,359
2,370,537



Statement of changes in equity
For the year ended 31 December 2022


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£

At 1 January 2022
5,412
797,766
1,350,287
2,153,465


Comprehensive income for the year

Profit for the year
-
-
57,266
57,266
Total comprehensive income for the year
-
-
57,266
57,266


At 31 December 2022
5,412
797,766
1,407,553
2,210,731


The notes on pages 12 to 31 form part of these financial statements.

Page 11

 
Fresh Freight Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2023

1.


General information

Fresh Freight Limited is a private company, limited by shares incorporated in England and Wales, company number 02815349. The address of the registered office is The Railhead Building, Earlsway, Team Valley Trading Estate, Gateshead, Tyne & Wear, NE11 0QY.
The nature of the company's operations and principal activity is the provision of road haulage and warehousing services.

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 management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Kinaxia Limited as at 31 December 2023 and these financial statements may be obtained from the Registrar of Companies..

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of its immediate parent undertaking established under the law of the UK and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 12

 
Fresh Freight Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.4

Revenue

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

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Revenue is recognised when the goods have been delivered to the customer.

 
2.5

Operating leases: the Company 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.

 
2.6

Leased assets: the Company as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.7

Interest income

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

 
2.8

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.

Page 13

 
Fresh Freight Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.10

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 operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

  
2.11

Intangible assets

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value 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 Statement of comprehensive income over its useful economic life.

 
2.12

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.

Page 14

 
Fresh Freight Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2023

2.Accounting policies (continued)


2.12
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

Depreciation is provided on the following basis:

Long-term leasehold property
-
Straight line basis over the life of the lease
Plant and machinery
-
Racking 10 years straight line, all other plant and machinery 5 years straight line
Motor vehicles
-
Trucks 25% reducing balance, trailers 20% reducing balance
Fixtures and fittings
-
5 years straight line
Computer equipment
-
5 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company 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 Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

  
2.14

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.
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.

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 15

 
Fresh Freight Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.16

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.

 
2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.19

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

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

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

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
 
Page 16

 
Fresh Freight Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2023

2.Accounting policies (continued)


2.19
Financial instruments (continued)


Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

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.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument 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.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables 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.

 The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.
 
Page 17

 
Fresh Freight Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2023

2.Accounting policies (continued)


2.19
Financial instruments (continued)


Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company 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 Company 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 Company's contractual obligations expire or are discharged or cancelled.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. 
The directors believe that judgements, estimates and assumptions do not have a significant risk of causing a material difference to the carrying amounts of the assets and liabilties within the next financial year. 


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Road haulage services
20,036,266
21,091,541

Warehousing services
360,556
1,655,180

20,396,822
22,746,721


All turnover arose within the United Kingdom.

Page 18

 
Fresh Freight Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2023

5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation on tangible fixed assets owned by the company
40,599
94,470

Depreciation on tangible fixed assets held under finance leases
31,895
61,194

Amortisation of intangible assets
2,689
2,689

(Profit)/Loss on sale of tangible assets
2,433
7,080

Land & building operating lease rentals
265,000
533,917

Other operating lease rentals
233,728
252,142

Defined contribution pension cost
132,530
128,190


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
11,650
10,275

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 19

 
Fresh Freight Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2023

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2023
2022
£
£

Wages and salaries
5,146,060
5,062,429

Social security costs
404,518
420,098

Cost of defined contribution scheme
132,530
128,190

5,683,108
5,610,717


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


        2023
        2022
            No.
            No.







Management and administrative staff
26
21



Drivers and other direct staff
107
122

133
143


8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
206,658
203,123

Company contributions to defined contribution pension schemes
45,209
40,000

251,867
243,123


During the year retirement benefits were accruing to 2 directors (2022 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £110,804 (2022 - £110,972).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £40,000 (2022 - £40,000).


9.


Interest receivable

2023
2022
£
£


Other interest receivable
-
390

Page 20

 
Fresh Freight Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2023

10.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
90,561
74,026

Finance leases and hire purchase contracts
5,431
8,064

95,992
82,090


11.


Taxation


2023
2022
£
£



Current tax on profits for the year
-
-


Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
(103,265)
77,320

Adjustment in respect of prior periods
7,093
-

Total deferred tax
(96,172)
77,320


Taxation on (loss)/profit on ordinary activities
(96,172)
77,320
Page 21

 
Fresh Freight Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
63,634
134,586


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
14,967
25,571

Effects of:


Expenses not deductible for tax purposes
1,931
3,568

Capital allowances for year in excess of depreciation
(27)
(18,553)

Difference in tax value on tangible fixed assets transferred
(84,346)
-

Depreciation on ineligible assets
1,256
-

Adjustments to tax charge in respect of prior periods
7,093
-

Dividends from UK companies
(2,472)
(2,995)

Change in tax rates
(6,111)
28,029

Group relief
(28,463)
41,700

Total tax charge for the year
(96,172)
77,320


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 22

 
Fresh Freight Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2023

12.


Intangible assets




Goodwill

£



Cost


At 1 January 2023
553,955



At 31 December 2023

553,955



Amortisation


At 1 January 2023
540,735


Charge for the year on owned assets
2,689



At 31 December 2023

543,424



Net book value



At 31 December 2023
10,531



At 31 December 2022
13,220

Amortisation of intangible assets is included in administrative expenses.  
Goodwill which arose upon the acquisition by the Company of certain contracts of Specialist Logistics Solutions (SLS) Limited has a carrying value of £10,531
 (2022: £13,220) and a remaining amortisation period of 3 years, 11 months. 
No impairment of intangible assets has been recognised in the statement of comprehensive income during the year.



Page 23

 
Fresh Freight Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2023

13.


Tangible fixed assets





Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2023
214,584
605,096
1,087,264
2,400
130,681
2,040,025


Additions
-
899
-
-
6,010
6,909


Transfers intra group
(40,759)
(515,616)
-
-
(70,361)
(626,736)


Disposals
-
-
(114,550)
-
-
(114,550)



At 31 December 2023

173,825
90,379
972,714
2,400
66,330
1,305,648



Depreciation


At 1 January 2023
37,113
129,421
891,215
1,777
47,649
1,107,175


Charge for the year on owned assets
5,341
3,856
23,229
240
7,893
40,559


Charge for the year on financed assets
-
1,887
30,008
-
-
31,895


Transfers intra group
(6,793)
(51,388)
-
-
(15,316)
(73,497)


Disposals
-
-
(100,827)
-
-
(100,827)



At 31 December 2023

35,661
83,776
843,625
2,017
40,226
1,005,305



Net book value



At 31 December 2023
138,164
6,603
129,089
383
26,104
300,343



At 31 December 2022
177,471
475,675
196,049
623
83,032
932,850

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


2023
2022
£
£



Plant and machinery
-
9,591

Motor vehicles
104,406
134,414

104,406
144,005

Page 24

 
Fresh Freight Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2023

14.


Fixed asset investments





Investments in subsidiary companies
Other fixed asset investments
Total

£
£
£



Cost or valuation


At 1 January 2023
50,001
260
50,261



At 31 December 2023

50,001
260
50,261



Impairment


At 1 January 2023
50,001
-
50,001



At 31 December 2023

50,001
-
50,001



Net book value



At 31 December 2023
-
260
260



At 31 December 2022
-
260
260

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name                                                           Registered office                                       Class of shares       Holdings
Internet Distribution Highway Limited    The Railway Building, Earlsway,                Ordinary                   100%
                                                                     Team Valley Trading Estate, 
                                                                     Gateshead, Tyne & Wear, NE11 0QY
Special Logistics Solutions (SLS)            The Railway Building, Earlsway,                Ordinary                  100%
Limited                                                        Team Valley Trading Estate, 
                                                                      Gateshead, Tyne & Wear, NE11 0QY

Page 25

 
Fresh Freight Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2023

15.


Stocks

2023
2022
£
£

Raw materials and consumables
76,093
56,915


An impairment loss of £Nil (2022: £Nil) was recognised in cost of sales against stock during the year due to slow-moving obsolete stock.


16.


Debtors

2023
2022
£
£


Trade debtors
2,703,114
3,286,604

Amounts owed by group undertakings
2,902,616
1,158,154

Other debtors
44,150
40,458

Prepayments and accrued income
489,217
581,170

6,139,097
5,066,386



17.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
442,927
997,997


Page 26

 
Fresh Freight Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2023

18.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
1,851,927
2,035,685

Amounts owed to group undertakings
91,517
60,068

Other taxation and social security
687,045
545,831

Obligations under finance lease and hire purchase contracts
5,212
41,307

Invoice discounting facility
1,410,140
1,199,833

Other creditors
354,976
376,213

Accruals and deferred income
98,779
378,443

4,499,596
4,637,380


Net obligations under finance lease and hire purchase contracts are secured over the assets to which they relate.
The invoice discounting facility is secured on certain book debts of the group.


19.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Net obligations under finance leases and hire purchase contracts
-
9,227

Other creditors
78,502
93,502

78,502
102,729


Net obligations under finance lease and hire purchase contracts are secured over the assets to which they relate.


20.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2023
2022
£
£


Within one year
16,428
50,481

Between 1-5 years
-
16,428

16,428
66,909

Page 27

 
Fresh Freight Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2023

21.


Deferred taxation




2023
2022


£

£






At beginning of year
116,788
39,468


Charged/(credited) to profit or loss
(96,172)
77,320



At end of year
20,616
116,788

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Accelerated capital allowances
25,397
121,164

Other timing differences
(4,781)
(4,376)

20,616
116,788


22.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



4,200 (2022 - 4,200) Ordinary A shares of £1.00 each
4,200
4,200
162 (2022 - 162) Ordinary B shares of £1.00 each
162
162
1,050 (2022 - 1,050) Ordinary C shares of £1.00 each
1,050
1,050

5,412

5,412

Rights associated with each category of share are as follows: 
Ordinary A and C shares - each share is entitled to one vote, rights to dividends and distributions (including on a winding up), and non-redeemable.
Ordinary B shares - non-voting, no rights to dividends and distributions (save for capital distributions), and non-redeemable.


Page 28

 
Fresh Freight Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2023

23.


Reserves

Share premium account
The share premium account includes any premium received on issue of share capital.  Any transaction costs associated with the issuing of shares are deducted from share premium.
Profit and loss account
The profit and loss account includes all current and prior retained profits and losses after dividends.


24.


Contingent liabilities

There is a fixed and floating charge over the assets of the company to secure the liabilities of Kinaxia Logistics Limited and its subsidiaries. 


25.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £132,530 (2022: £128,190). Contributions totalling £19,123 (2022: £17,502) were payable to the fund at the balance sheet date and are included in creditors.

Page 29

 
Fresh Freight Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2023

26.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£

Land and buildings


Not later than 1 year
265,000
726,000

Later than 1 year and not later than 5 years
132,500
1,533,667

397,500
2,259,667

As restated
2023
2022

£
£

Other


Not later than 1 year
748,320
596,414

Later than 1 year and not later than 5 years
1,614,534
1,709,911

2,362,854
2,306,325

During the year ended 31 December 2023 it was identified that the future minimum lease payments due under non-cancellable operating leases disclosed in the year ended 31 December 2022 was incorrect due to an omission of a lease. The figures previously reported for the year ended 31 December 2022 have been amended, however, this has had no impact on previously reported profits or reserves. 


27.


Related party transactions

The Company has taken advantage of the exemption in FRS 102 not to disclose transactions entered into between two or more members of a group whereby the subsidiary that is a party to the transaction is wholly owned by a member.
The company recognised total revenue of £Nil (2022: £65) from transactions with a company with a common director. Included in trade debtors is a balance of £Nil (2022: £78) owed by this related party.
The company recognised total costs of £1,994 
(2022: £Nil) from transactions with a company with a common director.  Included in trade creditors is a balance of £Nil (2022: Nil) owed to this related party.
Key management are considered to be the directors of the company. Therefore, there is no difference between key
management compensation and directors' emoluments.

Page 30

 
Fresh Freight Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2023

28.


Post balance sheet events

On 21 December 2024, following an extended restructuring process, the Group repaid in full the entire term loan facility agreement with DE Shaw and replaced it with a new term loan of £39 million, alongside 90% equity in the Group. The loan notes carry a fixed interest rate of 8%, payable in cash if certain liquidity conditions are met or, alternatively, rolled up as Payment In Kind (PIK) interest. The loan is secured by a fixed and floating charge over the assets of the Group.
The new facility is due for repayment in June 2027, with an option to break in June 2026. This successful restructuring provides the Group with short- to medium-term financial stability, enabling it to focus on delivering its strategic objectives.
On 21 December 2024, the ultimate controlling party of Kinaxia Limited changed from Ensco 1477 Limited to DELALV Delaware Holdco, L.L.C., a company registered in Delaware, USA. The transfer of control occurred as part of a group restructuring.


29.


Ultimate parent undertaking and controlling party

The company's immediate parent undertaking is Kinaxia Transport and Warehousing Limited, a company registered in England and Wales, company number 09447448.
Kinaxia Limited is the parent company for the smallest and largest group for which consolidated group accounts are prepared. The registered address of Kinaxia Limited is Kinaxia, Adlington Business Park, Adlington, Macclesfield, England, SK10 4NL.
The consolidated financial statements of Kinaxia Limited is available to the public and may be obtained from the Registrar of Companies, Companies House, Crown Way, Cardiff, C14 3UZ.
Ensco 1477 Limited, a company registered in England and Wales, company number 14593321, was the immediate parent company of Kinaxia Limited and the ultimate parent company of the Group till 21 December 2024. The registered address of Ensco 1477 Limited is C/O Gateley Legal, Ship Canal House, 98 King Street, Manchester, Lancashire, M2 4WU. There is no overall controlling party of Ensco 1477 Limited.
On 21 December 2024, the ultimate controlling party of Kinaxia Limited changed from Ensco 1477 Limited to DELALV Delaware Holdco, L.L.C., a company registered in Delaware, USA. The transfer of control occurred as part of a group restructuring. The sole shareholder of DELALV Delaware Holdco, L.L.C. is DELALV Portfolios, L.L.C. 
Dr D.E.Shaw is considered the controlling party of Kinaxia Limited due to his ownership of the voting rights.

Page 31