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Registered number: 02792967









Kinaxia Logistics & Fulfilment Ltd









Annual Report and Financial Statements

For the Year Ended 31 December 2023

 
Kinaxia Logistics & Fulfilment Ltd
 
 
Company Information


Directors
M J Lyons 
B J Germany (appointed 21 December 2024)
G Jenkins (appointed 21 December 2024)
B J Warrillow (appointed 21 December 2024)




Company secretary
M J Lyons



Registered number
02792967



Registered office
26 Bond
Europa Way

Trafford Park

Manchester

M17 1WF




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

SK1 3GG





 
Kinaxia Logistics & Fulfilment Ltd
 

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


 
Kinaxia Logistics & Fulfilment Ltd
 
 
Strategic Report
For the Year Ended 31 December 2023

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

Business review
 
During 2023, as part of a Group restructure, the Company acquired the trade and assets of the warehousing divisions, including the properties, of fellow subsidiaries Foulger Transport Limited, Mark Thompson Transport Limited, Panic Transport (Contracts) Limited, and Fresh Freight Limited.
The directors report that turnover for the year ended 31 December 2023 increased to £28,665,937, a significant rise from £22,177,391 in 2022, demonstrating strong growth in sales during the year.
Gross profit for the year amounted to £4,953,390, compared to £11,014,004 in 2022. This reflects a decrease in the gross profit margin, from 49.7% in 2022 to 17.3% in 2023, attributed to increased cost of sales and operational pressures in the logistics sector.
Administrative expenses reduced to £5,743,869 in 2023 from £9,775,711 in 2022. 
Despite the increase in turnover and reduction in administrative expenses, the company recorded a loss before tax of £866,320 for the year, compared to a profit before tax of £1,205,334 in 2022. This was primarily driven by a significant reduction in gross profit and increased interest expenses of £75,841 compared to £32,959 in the prior year.
The company ended the year with a loss for the financial year of £964,812
 (2022: profit of £1,151,184).

Principal risks and uncertainties
 
As in all trading organisations, the directors acknowledge that as well as possible rewards, there are some risks and uncertainties, and the Directors have assessed the main risks.
Due to the nature of its business, Kinaxia Logistics & Fulfilment Ltd has a high percentage of fixed overheads. The overall profitability of the company is influenced to a large degree by the occupancy levels across all three sites, which generate income sufficient to cover the fixed costs. The directors will continue to concentrate on achieving high occupancy levels and longer-term service contracts with our customers, as well as improving the range of storage facilities and added value services including contract packing services and order fulfilments services that the company provides.
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. 
During 2022 we also launched 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 and service offering, consolidating the number of suppliers and the number of invoices we have to process within our back office.

Page 1

 
Kinaxia Logistics & Fulfilment Ltd
 

Strategic Report (continued)
For the Year Ended 31 December 2023

Financial key performance indicators
 
The company’s financial KPI’s focus on several critical areas. Gross Profit Margin remains the major factor in shaping the future success of the business.
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 management
• 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: -
• Health and Safety
• Supplier on time delivery performance
• Employee workforce management
• Quality accreditations
• BRC accreditation 


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



B J Warrillow
Director

Date: 31 January 2025

Page 2

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
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;

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 loss for the year, after taxation, amounted to £964,812 (2022 - profit £1,151,184).

Dividends paid in the year amounted to £Nil (2022: £Nil). The directors do not propose a final dividend (2022: £Nil).

Directors

The directors who served during the year were:

P R Fields (resigned 21 December 2024)
G R Norfolk (resigned 21 December 2024)
M J Lyons 

Future developments

The future developments of the Company are disclosed in the Strategic Report.

Page 3

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
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

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Independent Auditors' Report to the Members of Kinaxia Logistics & Fulfilment Ltd
 

Opinion


We have audited the financial statements of Kinaxia Logistics & Fulfilment Ltd (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 loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Independent Auditors' Report to the Members of Kinaxia Logistics & Fulfilment Ltd (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

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Independent Auditors' Report to the Members of Kinaxia Logistics & Fulfilment Ltd (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.

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.
Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
 
Page 7

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Independent Auditors' Report to the Members of Kinaxia Logistics & Fulfilment Ltd (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

 
Kinaxia Logistics & Fulfilment Ltd
 
 
Statement of Comprehensive Income
For the Year Ended 31 December 2023

2023
2022
Note
£
£

  

Turnover
 4 
28,665,937
22,177,391

Cost of sales
  
(23,712,547)
(11,163,387)

Gross profit
  
4,953,390
11,014,004

Administrative expenses
  
(5,743,869)
(9,775,711)

Operating (loss)/profit
 5 
(790,479)
1,238,293

Interest payable and similar expenses
 9 
(75,841)
(32,959)

(Loss)/profit before tax
  
(866,320)
1,205,334

Tax on (loss)/profit
 10 
(98,492)
(54,150)

(Loss)/profit for the financial year
  
(964,812)
1,151,184

  

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

Page 9

 
Kinaxia Logistics & Fulfilment Ltd
Registered number: 02792967

Balance Sheet
As at 31 December 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 11 
115,960
-

Tangible assets
 12 
4,253,779
2,857,386

  
4,369,739
2,857,386

Current assets
  

Stocks
 13 
27,471
45,078

Debtors: amounts falling due within one year
 14 
11,324,230
7,042,752

Cash at bank and in hand
 15 
1,101,149
2,799,806

  
12,452,850
9,887,636

Creditors: amounts falling due within one year
 16 
(10,671,808)
(5,574,421)

Net current assets
  
 
 
1,781,042
 
 
4,313,215

Total assets less current liabilities
  
6,150,781
7,170,601

Creditors: amounts falling due after more than one year
 17 
(648,251)
(801,751)

Provisions for liabilities
  

Deferred tax
 19 
(380,205)
(281,713)

Other provisions
 20 
(147,081)
(147,081)

  
 
 
(527,286)
 
 
(428,794)

Net assets
  
4,975,244
5,940,056


Capital and reserves
  

Called up share capital 
 21 
100
100

Profit and loss account
 22 
4,975,144
5,939,956

  
4,975,244
5,940,056


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

 
Kinaxia Logistics & Fulfilment Ltd
 

Statement of Changes in Equity
For the Year Ended 31 December 2023


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2023
100
5,939,956
5,940,056


Comprehensive income for the year

Loss for the year
-
(964,812)
(964,812)


At 31 December 2023
100
4,975,144
4,975,244


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


Statement of Changes in Equity
For the Year Ended 31 December 2022


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2022
100
4,788,772
4,788,872


Comprehensive income for the year

Profit for the year
-
1,151,184
1,151,184


At 31 December 2022
100
5,939,956
5,940,056


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

Page 11

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

1.


General information

Kinaxia Logistics & Fulfilment Ltd is a private company limited by members capital incorporated in England, number 02792967. The address of the registered office and principal place of business is 26 Bond, Europa Way, Trafford Park, Manchester, M17 1WF.
The nature of the company's operation and its principal activity is the provision of warehousing and contract packing 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 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 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 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.

Page 12

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.3

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.

 
2.4

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.

 
2.5

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.

 
2.6

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.

Page 13

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.7

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.

 
2.8

Intangible assets

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

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

 
2.9

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

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)


2.9
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery
-
Racking 10 years straight line, other plant and machinery 5 years straight line
Motor vehicles
-
25% reducing balance, and those under lease agreements are straight line over the life of the lease
Fixtures and fittings
-
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.

 
2.10

Stocks

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

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

 
2.11

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.

 
2.12

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.

 
2.13

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.

Page 15

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.14

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.

 
2.15

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.

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.

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.
Page 16

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)


2.15
Financial instruments (continued)


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.

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 preperation of the financial statements requires management to make significant judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the period. Actual outcomes may differ from these judgements, estimates and assumptions. 
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 17

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

4.


Turnover

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


2023
2022
£
£

Warehousing
21,016,591
13,392,759

Contract Packaging
7,649,346
8,784,632

28,665,937
22,177,391


2023
2022
£
£

United Kingdom
28,665,937
22,177,391


All turnover arose within the United Kingdom.


5.


Operating (loss)/profit

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

2023
2022
£
£

(Profit)/Loss on sale of tanigble assets
6,400
(33,353)

Land and building operating lease rentals
3,875,797
3,414,797

Other operating lease rentals
409,378
322,503


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
11,225

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 18

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
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
8,176,702
5,729,828

Social security costs
606,427
550,225

Cost of defined contribution scheme
195,491
166,871

8,978,620
6,446,924


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


        2023
        2022
            No.
            No.







Office and management
48
33



Warehouse and production
246
188

294
221


8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
-
118,608

Company contributions to defined contribution pension schemes
-
25,407

Compensation for loss of office
-
166,071

-
310,086


During the year retirement benefits were accruing to no directors (2022 -1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £Nil (2022 - £291,019).
The value of the company's contributions paid to a defined pension scheme in respect of the highest paid director amounted to £Nil
 (2022: £25,407).

Page 19

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

9.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
12,674
6,967

Finance leases and hire purchase contracts
231
2,123

Other interest payable
62,936
23,869

75,841
32,959


10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
-

Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
98,492
54,150

Total deferred tax
98,492
54,150


Taxation on profit on ordinary activities
98,492
54,150
Page 20

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023
 
10.Taxation (continued)


Factors affecting tax charge for the year

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

2023
2022
£
£


(Loss)/profit on ordinary activities before tax
(866,320)
1,205,334


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 -19%)
(203,763)
229,013

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
25,873
11,309

Capital allowances for year in excess of depreciation
28,850
463

Other tax adjustments, reliefs and transfers
235,301
-

Remeasurement of deferred tax for changes in tax rates
5,426
67,611

Other timing differences leading to an increase (decrease) in taxation
6,805
(22,805)

Group relief
-
(231,441)

Total tax charge for the year
98,492
54,150

From 1 April 2023 the standard rate of corporation tax increased to 25%. The 23.52% rate used above reflects the 9
months at the new rate of 25% and 3 months at the previous rate of 19%.

Page 21

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

11.


Intangible assets




Computer software

£



Cost


Additions
136,423



At 31 December 2023

136,423



Amortisation


Charge for the year on owned assets
20,463



At 31 December 2023

20,463



Net book value



At 31 December 2023
115,960



At 31 December 2022
-



Page 22

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

12.


Tangible fixed assets





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

£
£
£
£
£
£



Cost or valuation


At 1 January 2023
-
4,334,471
10,000
2,391,985
-
6,736,456


Additions
63,520
29,628
5,668
55,764
50,121
204,701


Transfers intra group
425,961
2,403,150
3,500
303,771
1,117,661
4,254,043


Disposals
-
(37,572)
-
-
(1,048)
(38,620)


Transfers between classes
411,224
-
-
(1,917,227)
1,506,003
-



At 31 December 2023

900,705
6,729,677
19,168
834,293
2,672,737
11,156,580



Depreciation


At 1 January 2023
-
2,801,029
10,000
1,068,041
-
3,879,070


Charge for the year on owned assets
90,164
593,530
1,295
113,034
391,266
1,189,289


Charge for the year on financed assets
-
109,555
-
-
-
109,555


Transfers intra group
115,751
1,078,815
3,082
112,961
446,498
1,757,107


Disposals
-
(31,696)
-
-
(524)
(32,220)


Transfers between classes
170,919
-
-
(839,277)
668,358
-



At 31 December 2023

376,834
4,551,233
14,377
454,759
1,505,598
6,902,801



Net book value



At 31 December 2023
523,871
2,178,444
4,791
379,534
1,167,139
4,253,779



At 31 December 2022
-
1,533,442
-
1,323,944
-
2,857,386

During the year, the Company reclassified tangible fixed assets between asset categories to better reflect their nature and usage. 

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


2023
2022
£
£



Plant and machinery
77,478
51,150

Page 23

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

13.


Stocks

2023
2022
£
£

Finished goods and goods for resale
27,471
45,078



14.


Debtors

2023
2022
£
£


Trade debtors
4,935,698
4,189,470

Amounts owed by group undertakings
3,351,982
610,051

Other debtors
311,079
535,736

Prepayments and accrued income
2,725,471
1,707,495

11,324,230
7,042,752



15.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
1,101,149
2,799,806



16.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
3,080,458
872,694

Amounts owed to group undertakings
2,046,859
144,180

Other taxation and social security
674,424
575,339

Obligations under finance lease and hire purchase contracts
66,164
18,720

Invoice discounting facility
1,077,372
969,533

Other creditors
361,709
254,798

Accruals and deferred income
3,364,822
2,739,157

10,671,808
5,574,421


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

Page 24

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

17.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Accruals and deferred income
648,251
801,751



18.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2023
2022
£
£


Within one year
81,562
18,950


19.


Deferred taxation




2023
2022


£

£






At beginning of year
(281,713)
(227,563)


Charged to profit or loss
(98,492)
(54,150)



At end of year
(380,205)
(281,713)

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(384,788)
(285,959)

Tax losses carried forward
(970)
-

Other timing differences
5,553
4,246

(380,205)
(281,713)

Page 25

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

20.


Provisions




Dilapidations

£





At 1 January 2023
147,081



At 31 December 2023
147,081

The Company has recognised a provision of £147,081 for dilapidations in respect of one of its leased premises. This provision represents the estimated costs required to restore the leased property to its original condition, as required under the lease agreement.


21.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



100 (2022 -100) Ordinary shares of £1.00 each
100
100



22.


Reserves

Profit and loss account

Profit and loss account includes all current retained profit and losses net of dividends paid.

Page 26

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

23.
 

Business combinations

On 1 January 2023, the company acquired the trade and assets of the warehousing division, including the properties, of fellow subsidiares, Mark Thompson Transport Limited, Panic Transport (Contracts) Limited and Fresh Freight Limited, as part of a Group restructure.
The company acquired the trade and assets of the warehousing division, including the properties, of a fellow subsidiary, Foulger Transport Limited, as part of a Group restructure. The acquisition was divided into two phases. The initial phase occured on 30 June 2023, followed by the second phase on 30 September 2023.
The acquisition method of accounting has been used in these transactions.

Acquisition of  the assets and trade of Mark Thompson Transport Limited, Panic Transport (Contracts) Limited and Fresh Freight Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value
£
£

Fixed Assets

Tangible
1,747,767
1,747,767

Current Assets

Debtors
163,407
163,407

Total Assets
1,911,174
1,911,174

Creditors: Due within one year
(375,033)
(375,033)

Total identifiable net assets
1,536,141
1,536,141


Consideration

£


Intercompany loan
1,536,141

The consideration due to fellow subsidiaries, Mark Thompson Transport Limited, Panic Transport (Contracts) Limited and Fresh Freight, is unsecured, interest free, has no fixed repayment date and is repayable on demand.  



Page 27

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

23.Business combinations (continued)

Acquisition of the assets and trade Foulger Transport Limited (Phase 1)

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value
£
£

Fixed Assets

Tangible
386,511
386,511

Current Assets

Debtors
472,358
472,358

Total Assets
858,869
858,869

Creditors: Due within one year
(77,709)
(77,709)

Total identifiable net assets
781,160
781,160


Consideration

£


Intercompany loan
781,160

The consideration due to Foulger Transport Limited  is unsecured, interest free, has no fixed repayment date and is repayable on demand.  




 



Page 28

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

23.Business combinations (continued)

Acquisition of Foulger Transport Limited (Phase 2)

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value
£
£

Fixed Assets

Tangible
362,658
362,658

Current Assets

Debtors
9,908
9,908

Total Assets
372,566
372,566

Creditors: Due within one year
(76,074)
(76,074)

Total identifiable net assets
296,492
296,492


Consideration

£


Intercompany loan
296,492

The consideration due to Foulger Transport Limited  is unsecured, interest free, has no fixed repayment date and is repayable on demand.  




24.


Contingent liabilities

There is a guarantee of £260,000 over the company's bank facilities in favour of HMRC (2022: £250,000).
The Company is party to a fixed and floating charge over its assets to secure the liabilities of Kinaxia Logistics Limited and subsidiaries. Kinaxia Logistics Limited is a wholly owned subsidiary of Encso 1477 Limited, the ultimate controlling party.


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 £195,491 (2022 - £163,370). Contributions totalling £22,212 (2022 - £16,984) were payable to the fund at the balance sheet date and are included in creditors.

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Kinaxia Logistics & Fulfilment Ltd
 
 
 
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 & buildings


Not later than 1 year
3,450,797
3,131,464

Later than 1 year and not later than 5 years
10,688,521
10,890,438

Later than 5 years
4,625,394
6,760,191

18,764,712
20,782,093

2023
2022

£
£

Other lease commitments


Not later than 1 year
279,600
370,831

Later than 1 year and not later than 5 years
437,920
633,113

Later than 5 years
3,134
87,541

720,654
1,091,485


27.


Related party transactions

The company has taken advantage of the exemption from disclosing transactions with other companies that are wholly owned within the same group.


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.

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Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

29.


Controlling party

The immediate parent undertaking is AKW Warehousing Limited, a company registered in England and Wales, company number 3218303. 
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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