Registered number:
for the year ended
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Foulger Transport Limited
Company Information
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Foulger Transport Limited
Contents
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Foulger Transport Limited
Strategic Report
for the year ended 31 December 2023
The directors present their strategic report for the year ended 31 December 2023.
The principal activity of the company continues to be logistics, road transport and haulage, and warehousing activities.
The directors confirm that the turnover for the year ended 31 December 2023 was £14,062,895 compared to £19,580,484 during the year ended 31 December 2022. The company continues to target domestic trade and will endeavour to grow this service provision. The gross profit for the year ended 31 December 2023 was £3,539,364 compared to £6,740,733 for the year ended 31 December 2022, showing a reduction in gross margin to 25.2% compared to 34.4% for the previous year. The administration costs for the year ended 31 December 2023 were £4,317,155 down from £6,288,218 for the year ended 31 December 2022.The company made a loss in the year of £862,836 compared to a profit of £361,738 for the year ended 31 December 2022. Permanent transfer of warehouse trading activity. During 2023 the warehouse trade and activity within Foulger Transport was transferred to another subsidiary within the group. This saw warehouse trading cease within the Foulger Transport Limited business. The transfer was undertaken in the form of a business purchase agreement between Foulger Transport Limited and Kinaxia Logistics & Fulfilment Ltd. During the year ended 31 December 2023 there was £4,826,362 revenue associated with discontinued warehouse operations in Foulger Transport Limited (2022: £8,531,446).
The Directors have assessed the main risks to the company as being the availability of qualified drivers and resources to meet future growth, 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 and policies to attract and retain high calibre staff.
The company is exposed to minimal level of price risk, credit risk, liquidity risk, and cashflow risk. The company manages these risks by financing its operations through retained profits to fund capital expenditure programmes in the most efficient manner. The management objectives are to retain sufficient liquid funds to enable it to meet its day to day requirements, minimise the company's exposure to fluctuating interest rates, and match the repayment schedule of any external borrowings or overdrafts with the future cash flows expected to arise from the company's trading activities. The company makes little use of financial instruments other than an operational bank account and so its exposure to price risk, 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.
Page 1
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Foulger Transport Limited
Strategic Report (continued)
for the year ended 31 December 2023
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 KPIs are as follows: - Working capital analysis - Cashflow forecasting - Review of turnover : actual v forecast. - Analysis of overhead expenditure: actual v forecast.
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.
Page 2
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Foulger Transport 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.
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;
∙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 2006. They 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.
The loss for the year, after taxation, amounted to £819,161 (2022 - profit £322,753).
The directors do not recommend payment of a final dividend (2022 - £Nil).
The directors who served during the year were:
Information pertaining to future developments has been included within the Strategic Report.
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Foulger Transport Limited
Directors' Report (continued)
for the year ended 31 December 2023
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.
The auditors, Hurst Accountants Limited, will 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.
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Foulger Transport Limited
Independent Auditors' Report to the Members of Foulger Transport Limited
We have audited the financial statements of Foulger Transport 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 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).
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.
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.
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.
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Foulger Transport Limited
Independent Auditors' Report to the Members of Foulger Transport Limited (continued)
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.
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.
Page 6
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Foulger Transport Limited
Independent Auditors' Report to the Members of Foulger Transport Limited (continued)
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 whichhave 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 iregularities.
∙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.
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Foulger Transport Limited
Independent Auditors' Report to the Members of Foulger Transport 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.
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.
for and on behalf of
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
Stockport
SK1 3GG
Page 8
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Foulger Transport Limited
Statement of Comprehensive Income
for the year ended 31 December 2023
Page 9
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Foulger Transport Limited
Registered number: 02462254
Balance Sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 28 form part of these financial statements.
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Foulger Transport Limited
Statement of Changes in Equity
for the year ended 31 December 2023
Statement of Changes in Equity
for the year ended 31 December 2022
Page 11
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Foulger Transport Limited
Notes to the Financial Statements
for the year ended 31 December 2023
Foulger Transport Limited is a private company limited by members capital incorporated in England and Wales. The address of the registered office and principal place of business is The Circuit, Snetterton, Norfolk, NR16 2JU. The company number is 02462254.
The nature of the company's operation and principal activity is the provision of road haulage and warehousing services. During the year, the trade and assets of the warehousing division were transferred to a fellow subsidiary, Kinaxia Logistics and Fulfilment Limited.
2.Accounting policies
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:
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.
The financial statements have been prepared on a going concern basis. The following paragraphs set out the basis of which the directors have reached their conclusion.
Management has prepared forecasts which show the company will be able to realise its assets and discharge its liabilities in the normal course of business. Accordingly, the directors believe it is appropriate to prepare the financial statements on a going concern basis.
Page 12
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Foulger Transport Limited
Notes to the Financial Statements
for the year ended 31 December 2023
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Page 13
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Foulger Transport Limited
Notes to the Financial Statements
for the year ended 31 December 2023
2.Accounting policies (continued)
When a sale and leaseback transaction results in an operating lease, and it is clear that the transition is established at fair value any profit or loss is recognised immediately. If the sale price is below fair value, any profit or loss is recognised immediately unless the loss is compensated for by the future lease payments at below market price. In that case any such loss is amortised in proportion to the lease payments over the period for which the asset is expected to be used. If the sale price is above fair value, the excess over fair value is amortised over the period for which the asset is expected to be used.
Page 14
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Foulger Transport Limited
Notes to the Financial Statements
for the year ended 31 December 2023
2.Accounting policies (continued)
The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.
Page 15
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Foulger Transport Limited
Notes to the Financial Statements
for the year ended 31 December 2023
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a straight line or reducing balance basis.
Depreciation is provided on the following basis:
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.
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.
Page 16
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Foulger Transport Limited
Notes to the Financial Statements
for the year ended 31 December 2023
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
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.
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.
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Foulger Transport Limited
Notes to the Financial Statements
for the year ended 31 December 2023
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 liabilities within the next financial year
Page 18
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Foulger Transport Limited
Notes to the Financial Statements
for the year ended 31 December 2023
Page 19
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Foulger Transport Limited
Notes to the Financial Statements
for the year ended 31 December 2023
Page 20
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Foulger Transport Limited
Notes to the Financial Statements
for the year ended 31 December 2023
11.Taxation (continued)
There were no factors that may affect future tax charges.
Page 21
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Foulger Transport Limited
Notes to the Financial Statements
for the year ended 31 December 2023
Page 22
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Foulger Transport Limited
Notes to the Financial Statements
for the year ended 31 December 2023
Page 23
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Foulger Transport Limited
Notes to the Financial Statements
for the year ended 31 December 2023
Page 24
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Foulger Transport Limited
Notes to the Financial Statements
for the year ended 31 December 2023
Profit and loss account
Page 25
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Foulger Transport Limited
Notes to the Financial Statements
for the year ended 31 December 2023
The company is party to a fixed and floating charge over its assets to secure the liabilities of Kinaxia Logistics Limited and its subsidiaries.
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 £105,098 (2022: £154,728). Contributions totalling £8,053 (2022: £14,957) were payable to the fund at the balance sheet date and are included in creditors.
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Foulger Transport Limited
Notes to the Financial Statements
for the year ended 31 December 2023
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.
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Foulger Transport Limited
Notes to the Financial Statements
for the year ended 31 December 2023
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.
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