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Registered number: 02462254









Foulger Transport Limited









Annual Report and Financial Statements

for the year ended 31 December 2023

 
Foulger Transport Limited
 
 
Company Information


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




Registered number
02462254



Registered office
The Circuit
Snetterton

Norfolk

NR16 2JU




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

SK1 3GG





 
Foulger Transport 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 - 28


 
Foulger Transport Limited
 
 
Strategic Report
for the year ended 31 December 2023

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

Business review
 
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).
 

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, 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

 
Foulger Transport 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 KPIs 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

 
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.

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 £819,161 (2022 - profit £322,753).

The directors do not recommend payment of 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)
B J Germany 

Future developments

Information pertaining to future developments has been included within the Strategic Report.

Page 3

 
Foulger Transport 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

 
Foulger Transport Limited
 
 
 
Independent Auditors' Report to the Members of Foulger Transport Limited
 

Opinion


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 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

 
Foulger Transport Limited
 
 
 
Independent Auditors' Report to the Members of Foulger Transport 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

 
Foulger Transport Limited
 
 
 
Independent Auditors' Report to the Members of Foulger Transport 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 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.

 
Page 7

 
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.


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

 
Foulger Transport Limited
 
 
Statement of Comprehensive Income
for the year ended 31 December 2023

Continuing operations
Discontin'd operations
Total
Continuing operations
Discontinued operations
Total
2023
2023
2023
2022
2022
2022
Note
£
£
£
£
£
£

  

Turnover
 4 
9,388,928
4,673,967
14,062,895
11,401,172
8,179,312
19,580,484

Cost of sales
  
(6,330,546)
(4,192,985)
(10,523,531)
(6,480,375)
(6,359,376)
(12,839,751)

Gross profit
  
3,058,382
480,982
3,539,364
4,920,797
1,819,936
6,740,733

Administrative expenses
  
(3,767,569)
(549,586)
(4,317,155)
(5,318,609)
(969,609)
(6,288,218)

Operating (loss)/profit
 5 
(709,187)
(68,604)
(777,791)
(397,812)
850,327
452,515

Income from fixed assets investments
  
2,080
-
2,080
-
-
-

Interest payable and similar expenses
 10 
(67,912)
(19,213)
(87,125)
(59,851)
(30,926)
(90,777)

(Loss)/profit before tax
  
(775,019)
(87,817)
(862,836)
(457,663)
819,401
361,738

Tax on (loss)/profit
 11 
43,675
-
43,675
(38,985)
-
(38,985)

(Loss)/profit for the financial year
  
(731,344)
(87,817)
(819,161)
(496,648)
819,401
322,753

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

The notes on pages 12 to 28 form part of these financial statements.

Page 9

 
Foulger Transport Limited
Registered number: 02462254

Balance Sheet
As at 31 December 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 12 
478,281
1,201,840

Investments
 13 
16,000
16,000

  
494,281
1,217,840

Current assets
  

Stocks
 14 
14,009
56,752

Debtors: amounts falling due within one year
 15 
4,881,185
6,032,470

Cash at bank and in hand
 16 
13,146
344,556

  
4,908,340
6,433,778

Creditors: amounts falling due within one year
 17 
(4,194,511)
(5,492,858)

Net current assets
  
 
 
713,829
 
 
940,920

Total assets less current liabilities
  
1,208,110
2,158,760

Creditors: amounts falling due after more than one year
 18 
(1,971)
(89,785)

Provisions for liabilities
  

Deferred tax
 20 
(17,715)
(61,390)

Net assets
  
1,188,424
2,007,585


Capital and reserves
  

Called up share capital 
 21 
100
100

Profit and loss account
 22 
1,188,324
2,007,485

  
1,188,424
2,007,585


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 28 form part of these financial statements.

Page 10

 
Foulger Transport Limited
 

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
2,007,485
2,007,585


Comprehensive income for the year

Loss for the year
-
(819,161)
(819,161)


At 31 December 2023
100
1,188,324
1,188,424



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
1,684,732
1,684,832


Comprehensive income for the year

Profit for the year
-
322,753
322,753


At 31 December 2022
100
2,007,485
2,007,585


The notes on pages 12 to 28 form part of these financial statements.

Page 11

 
Foulger Transport Limited
 
 
 
Notes to the Financial Statements
for the year ended 31 December 2023

1.


General information

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

 
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

Going concern

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

 
Foulger Transport Limited
 
 
 
Notes to the Financial Statements
for the year ended 31 December 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

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.

Contract haulage income is recognised on completion of the service. Warehouse services income is recognised on an accruals basis reflecting the contracted storage dates. 

 
2.6

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.

Page 13

 
Foulger Transport Limited
 
 
 
Notes to the Financial Statements
for the year ended 31 December 2023

2.Accounting policies (continued)

 
2.7

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.

 
2.8

Sale and leaseback

Where a sale and leaseback transaction results in a finance lease, no gain is immediately recognised for any excess of sales proceeds over the carrying amount of the asset. Instead, the proceeds are presented as a liability and subsequently measured at amortised cost using the effective interest method.
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.

 
2.9

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.

 
2.10

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 14

 
Foulger Transport Limited
 
 
 
Notes to the Financial Statements
for the year ended 31 December 2023

2.Accounting policies (continued)

 
2.11

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.

 
2.12

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.

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

 
Foulger Transport 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 straight line or reducing balance basis.

Depreciation is provided on the following basis:

Long-term leasehold property
-
Straight line over the length of the lease
Plant and machinery
-
Racking 10 years straight line, other plant and machinery 5 years straight line
Motor vehicles
-
Trailers 20% reducing balance, vehicles 25% reducing balance
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.

 
2.13

Valuation of investments

Investments held as fixed assets are shown at cost less provision for 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 weighted average 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.

 
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.

Page 16

 
Foulger Transport Limited
 
 
 
Notes to the Financial Statements
for the year ended 31 December 2023

2.Accounting policies (continued)

 
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.

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.

Page 17

 
Foulger Transport Limited
 
 
 
Notes to the Financial Statements
for the year ended 31 December 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation 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


4.


Turnover

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


2023
2022
£
£

Contract haulage
9,388,928
11,401,172

Warehousing
4,673,967
8,179,312

14,062,895
19,580,484


All turnover arose within the United Kingdom.


5.


Operating (loss)/profit

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

2023
2022
£
£

Depreciation of tangible assets
142,040
152,978

Depreciation on tangible fixed assets under finance lease
44,243
112,979

Exchange difference
-
(2)

Land and building operating lease rentals
1,586,000
2,182,725

Other operating lease rentals
327,866
571,977

Defined contribution pension costs
105,098
154,728

(Profit)/loss on sale of tangible assets
(23,964)
12,102

Page 18

 
Foulger Transport Limited
 
 
 
Notes to the Financial Statements
for the year ended 31 December 2023

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
11,370

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.


7.


Employees

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


2023
2022
£
£

Wages and salaries
3,888,601
5,466,271

Social security costs
372,845
527,061

Cost of defined contribution scheme
105,098
154,728

4,366,544
6,148,060


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


        2023
        2022
            No.
            No.







Administration
8
15



Haulage
68
86



Management
3
3



Warehouse
48
85



Workshop
1
7

128
196

Page 19

 
Foulger Transport Limited
 
 
 
Notes to the Financial Statements
for the year ended 31 December 2023

8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
18,653
12,000

Company contributions to defined contribution pension schemes
360
-

19,013
12,000


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


9.


Income from investments

2023
2022
£
£

Income from fixed asset investments
2,080
-







10.


Interest payable and similar expenses

2023
2022
£
£


Finance leases and hire purchase contracts
4,637
15,135

Other interest payable
82,488
75,642

87,125
90,777


11.


Taxation


2023
2022
£
£



Current tax on profits for the year
-
-


Deferred tax


Origination and reversal of timing differences
(36,243)
38,985

Adjustment in respect of prior periods
(7,432)
-


Taxation on (loss)/profit on ordinary activities
(43,675)
38,985
Page 20

 
Foulger Transport 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 higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


(Loss)/profit on ordinary activities before tax
(862,836)
361,738


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
(202,944)
68,730

Effects of:


Expenses not deductible for tax purposes
1,233
6,514

Adjustment in respect of changes in corporate tax rates
(2,141)
-

Adjustments to deferred tax charge in respect of prior periods
(7,432)
-

Other timing differences leading to an increase (decrease) in taxation
-
5,648

Corporation tax rates
-
14,733

Depreciation on ineligible assets
1,826
2,740

Unrelieved tax losses carried forward
71,172
-

Super deduction pool adjustment
(32)
(11,929)

Capital allowances on assets transferred out
(9,541)
-

Differences in tax value on assets transferred out
(72,246)
-

Group relief
176,430
(47,451)

Total tax charge /(credit) for the year
(43,675)
38,985


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 21

 
Foulger Transport Limited
 
 
 
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
Total

£
£
£
£
£



Cost or valuation


At 1 January 2023
122,623
1,178,492
2,118,787
582,245
4,002,147


Additions
100,059
8,355
-
169,393
277,807


Transfers intra group
(171,719)
(553,132)
(3,500)
(522,915)
(1,251,266)


Disposals
-
(10,898)
(486,921)
(46,461)
(544,280)



At 31 December 2023

50,963
622,817
1,628,366
182,262
2,484,408



Depreciation


At 1 January 2023
60,491
729,906
1,700,334
309,576
2,800,307


Charge for the year on owned assets
11,089
29,075
77,907
23,969
142,040


Charge for the year on financed assets
-
44,243
-
-
44,243


Transfers intra group
(27,412)
(347,513)
(3,082)
(124,090)
(502,097)


Disposals
-
(10,298)
(423,846)
(44,222)
(478,366)



At 31 December 2023

44,168
445,413
1,351,313
165,233
2,006,127



Net book value



At 31 December 2023
6,795
177,404
277,053
17,029
478,281



At 31 December 2022
62,132
448,586
418,453
272,669
1,201,840

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


2023
2022
£
£



Motor vehicles
112,182
278,723

Page 22

 
Foulger Transport Limited
 
 
 
Notes to the Financial Statements
for the year ended 31 December 2023

13.


Fixed asset investments





Unlisted investments

£



Cost or valuation


At 1 January 2023
16,000



At 31 December 2023
16,000





14.


Stocks

2023
2022
£
£

Fuel and tyres
14,009
56,752



15.


Debtors

2023
2022
£
£


Trade debtors
1,355,210
2,753,191

Amounts owed by group undertakings
3,033,963
2,525,431

Other debtors
160,430
119,655

Prepayments and accrued income
331,582
634,193

4,881,185
6,032,470



16.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
13,146
344,556


Page 23

 
Foulger Transport Limited
 
 
 
Notes to the Financial Statements
for the year ended 31 December 2023

17.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
1,014,121
1,686,042

Amounts owed to group undertakings
2,362,339
1,374,425

Other taxation and social security
172,957
618,465

Obligations under finance lease and hire purchase contracts
14,383
101,550

Invoice discounting facility
464,266
1,506,077

Other creditors
16,494
20,482

Accruals and deferred income
149,951
185,817

4,194,511
5,492,858


Amounts due under finance leases 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 company.


18.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Net obligations under finance leases and hire purchase contracts
-
86,829

Government grants received
1,971
2,956

1,971
89,785


Amounts due under finance leases and hire purchase contracts are secured over the assets to which they relate.


19.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2023
2022
£
£


Within one year
25,906
108,239

Between 1-5 years
-
88,518

25,906
196,757

Page 24

 
Foulger Transport Limited
 
 
 
Notes to the Financial Statements
for the year ended 31 December 2023

20.


Deferred taxation




2023
2022


£

£






At beginning of year
(61,390)
(22,405)


Charged to profit or loss
43,675
(38,985)



At end of year
(17,715)
(61,390)

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(21,398)
(66,799)

Other timing differences
3,683
5,409

(17,715)
(61,390)


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

The profit and loss account includes all current and prior retained profits and losses after dividends.

Page 25

 
Foulger Transport Limited
 
 
 
Notes to the Financial Statements
for the year ended 31 December 2023

23.


Discontinued operations

During the year, the warehouse trade and related activities of Foulger Transport Limited were transferred to another subsidiary within the group. As a result, warehouse trading ceased within Foulger Transport Limited. The transfer was undertaken in the form of a business purchase agreement between Foulger Transport Limited and Kinaxia Logistics & Fulfilment Ltd.

£


Intercompany loan
1,077,652

1,077,652

Net assets disposed of:


Tangible fixed assets
749,169

Debtors
482,266

Creditors
(153,783)

 
 
1,077,652

Profit on disposal before tax
-

£

Net inflow of cash
 
-


24.


Contingent liabilities

The company is party to a fixed and floating charge over its assets 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 £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.

Page 26

 
Foulger Transport 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
1,253,000
1,586,000

Later than 1 year and not later than 5 years
1,471,722
2,791,022

2,724,722
4,377,022



2023
2022

£
£

Plant and machinery


Not later than 1 year
104,595
320,493

Later than 1 year and not later than 5 years
17,886
115,784

122,481
436,277


27.


Related party transactions

The company has taken advantage of the exemption contained in FRS 102 Section 33 "Related Party Transactions" not to disclose transactions with other wholly owned group companies.
Key management are considered to be the directors of the company, whose remuneration is disclosed in note 8.
During the year, the company made purchases from companies with a common director of £484,1726 
(2022: £641,726). At the year end no balance was outstanding (2022:£Nil)


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.

Page 27

 
Foulger Transport Limited
 
 
 
Notes to the Financial Statements
for the year ended 31 December 2023

29.


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 28