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Registered number: 02559399









Panic Transport (Contracts) Limited









Annual Report and Financial Statements

For the Year Ended 31 December 2023

 
Panic Transport (Contracts) Limited
 
 
Company Information


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




Registered number
02559399



Registered office
Europark A5 Watling Street
Clifton Upon Dunsmore

Rugby

CV23 0AL




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

SK1 3GG





 
Panic Transport (Contracts) 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


 
Panic Transport (Contracts) Limited
 
 
Strategic Report
For the Year Ended 31 December 2023

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

Business review
 
The principal activity of the company continues to be the provision of transport, distribution and warehousing services. 
Turnover for the year ended 31 December 2023 was £18,856,919 compared to £21,664,625 for the year ended 31 December 2022. The company continues to target domestic trade and endeavours to profitably grow this service provision.
The Gross Profit for the year was £3,643,257 compared to £5,887,155 for the year ended 31 December 2022 with gross margin decreasing from 27.2% to 19.3%.
Administration costs were down at £3,492,921 compared to £5,492,958 in the year ended 31 December 2022. The company made a profit before tax in the year of £26,768 compared to a profit before tax of £304,353 for the year ended 31 December 2022.
During 2023 part of the warehouse trade and activity within Panic Transport (Contracts) Limited was transferred to another subsidiary within the group. The transfer was undertaken in the form of a business purchase agreement between Panic Transport (Contracts) Limited and Kinaxia Logistics & Fulfilment Ltd. 
During the year, the company acquired the trade and certain assets of Nelson Distribution Limited to support future growth and activity. 
 

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

Page 1

 
Panic Transport (Contracts) 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
- Cash flow 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

 
Panic Transport (Contracts) 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 £16,248 (2022 - profit £320,701).

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

Directors

The directors who served during the year were:

G R Norfolk (resigned 21 December 2024)
P R Fields (resigned 21 December 2024)

Future developments

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

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.

Page 3

 
Panic Transport (Contracts) Limited
 
 
 
Directors' Report (continued)
For the Year Ended 31 December 2023

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

 
Panic Transport (Contracts) Limited
 
 
 
Independent Auditors' Report to the Members of Panic Transport (Contracts) Limited
 

Opinion


We have audited the financial statements of Panic Transport (Contracts) 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

 
Panic Transport (Contracts) Limited
 
 
 
Independent Auditors' Report to the Members of Panic Transport (Contracts) 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

 
Panic Transport (Contracts) Limited
 
 
 
Independent Auditors' Report to the Members of Panic Transport (Contracts) Limited (continued)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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

 
Panic Transport (Contracts) Limited
 
 
 
Independent Auditors' Report to the Members of Panic Transport (Contracts) 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

 
Panic Transport (Contracts) Limited
 
 
Statement of Comprehensive Income
For the Year Ended 31 December 2023

2023
2022
Note
£
£

  

Turnover
 4 
18,856,919
21,664,625

Cost of sales
  
(15,213,662)
(15,777,470)

Gross profit
  
3,643,257
5,887,155

Administrative expenses
  
(3,492,921)
(5,492,958)

Operating profit
 5 
150,336
394,197

Income from participating interests
  
364
-

Interest payable and similar expenses
 9 
(123,932)
(89,844)

Profit before tax
  
26,768
304,353

Tax on profit
 10 
(43,016)
16,348

(Loss)/profit for the financial year
  
(16,248)
320,701

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

 
Panic Transport (Contracts) Limited
Registered number: 02559399

Balance Sheet
As at 31 December 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 11 
161,330
-

Tangible assets
 12 
1,312,219
1,878,048

Investments
 13 
33,920
33,920

  
1,507,469
1,911,968

Current assets
  

Stocks
 14 
111,415
55,652

Debtors: amounts falling due within one year
 15 
8,788,408
5,997,989

Cash at bank and in hand
 16 
568,500
480,122

  
9,468,323
6,533,763

Creditors: amounts falling due within one year
 17 
(6,425,345)
(4,030,819)

Net current assets
  
 
 
3,042,978
 
 
2,502,944

Total assets less current liabilities
  
4,550,447
4,414,912

Creditors: amounts falling due after more than one year
 18 
(108,767)
-

Provisions for liabilities
  

Deferred Taxation
 20 
(164,819)
(121,803)

Net assets
  
4,276,861
4,293,109


Capital and reserves
  

Called up share capital 
 21 
90
90

Capital redemption reserve
 22 
10
10

Profit and loss account
 22 
4,276,761
4,293,009

  
4,276,861
4,293,109


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

 
Panic Transport (Contracts) Limited
 

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


Called up share capital
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£

At 1 January 2023
90
10
4,293,009
4,293,109


Comprehensive income for the year

Loss for the year
-
-
(16,248)
(16,248)
Total comprehensive income for the year
-
-
(16,248)
(16,248)


At 31 December 2023
90
10
4,276,761
4,276,861



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


Called up share capital
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£

At 1 January 2022
90
10
3,972,308
3,972,408


Comprehensive income for the year

Profit for the year
-
-
320,701
320,701
Total comprehensive income for the year
-
-
320,701
320,701


At 31 December 2022
90
10
4,293,009
4,293,109


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

Page 11

 
Panic Transport (Contracts) Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

1.


General information

Panic Transport (Contracts) Limited is a private company limited by members capital incorporated in England and Wales, company number 02559399. The address of the registered office and principal place of business is Europark A5 Watling Street, Clifton upon Dunsmore, Rugby, CV23 0AL.
The nature of the company's operations and its principal activity is the provision of road haulage and warehouse services.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

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

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

Page 12

 
Panic Transport (Contracts) Limited
 
 
 
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.

Revenue is recognised when the goods are delivered to the customer. 

 
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

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.

 
2.6

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.

Page 13

 
Panic Transport (Contracts) Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.7

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.

 
2.8

Pensions

Defined contribution pension plan

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

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

 
2.9

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.

Page 14

 
Panic Transport (Contracts) Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Comprehensive Income over its useful economic life.

 
2.11

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

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

Depreciation is provided on the following basis:

Long-term leasehold property
-
Straight line over life of the lease
Plant and machinery
-
Racking 10 years straight line, other plant and machinery 5 years straight line, forklift trucks at 25% reducing balance
Motor vehicles
-
Trailers 20% reducing balance, vehicles 25% reducing balance
Office equipment
-
5 years straight line
Computer equipment
-
5 years straight line

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

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



 
2.12

Valuation of investments

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Page 15

 
Panic Transport (Contracts) Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.13

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.

 
2.14

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.

 
2.15

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.

 
2.16

Creditors

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

 
2.17

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.

 
2.18

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.
Page 16

 
Panic Transport (Contracts) Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)


2.18
Financial instruments (continued)


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.

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 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

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


4.


Turnover

The whole of turnover is attributable to the principal activity, being the provision of road haulage and warehousing services.

All turnover arose within the United Kingdom.


5.


Operating profit

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

2023
2022
£
£

Depreciation of tangible assets
320,669
605,842

Depreciation of tangible fixed assets under finance lease
20,268
30,336

(Profit)/loss on sale of tangible assets
10,168
14,229

Operating lease rentals
889,388
1,556,289

Defined contribution pension costs
160,797
141,102


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
13,900
10,275

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

Page 18

 
Panic Transport (Contracts) Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

7.


Employees

Staff costs were as follows:


2023
2022
£
£

Wages and salaries
5,291,995
5,363,248

Social security costs
625,051
633,716

Cost of defined contribution scheme
160,797
141,102

6,077,843
6,138,066


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


        2023
        2022
            No.
            No.







Production
113
139



Administration and support
46
40

159
179


8.


Directors' remuneration



No directors received remuneration during the current or prior year. 


9.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
116,650
81,393

Finance leases and hire purchase contracts
7,282
8,451

123,932
89,844

Page 19

 
Panic Transport (Contracts) Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

10.


Taxation


2023
2022
£
£



Current tax on profits for the year
-
-


Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
43,016
(16,348)

Total deferred tax
43,016
(16,348)


Taxation on profit/(loss) on ordinary activities
43,016
(16,348)

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
£
£


Profit on ordinary activities before tax
26,768
304,353


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
6,296
57,827

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
11,736
2,961

Capital allowances for year in excess of depreciation
5,276
4,488

Remeasurement of deferred tax for changes in tax rates
2,545
-

Difference in tax value on assets transferred out
(44,867)
-

Other timing differences leading to an increase (decrease) in taxation
-
29,233

Unrelieved tax losses carried forward
62,030
-

Group relief
-
(110,857)

Total tax charge for the year
43,016
(16,348)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 20

 
Panic Transport (Contracts) Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

11.


Intangible assets




Goodwill

£



Cost


Additions
161,330



At 31 December 2023

161,330






Net book value



At 31 December 2023
161,330



At 31 December 2022
-

Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values of the trade and assets acquired from Nelson Distribution Limited.



Page 21

 
Panic Transport (Contracts) 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
Office equipment
Computer equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2023
347,779
1,838,039
3,535,362
273,295
636,134
6,630,609


Additions
-
36,864
445,658
12,618
77,099
572,239


Transfers intra group
(190,705)
(1,029,364)
-
(122,371)
(240,571)
(1,583,011)


Disposals
-
-
(541,342)
-
-
(541,342)



At 31 December 2023

157,074
845,539
3,439,678
163,542
472,662
5,078,495



Depreciation


At 1 January 2023
197,426
1,210,302
2,684,755
208,809
451,269
4,752,561


Charge for the year on owned assets
17,703
77,412
176,372
10,533
38,649
320,669


Charge for the year on financed assets
-
-
19,435
-
833
20,268


Transfers intra group
(77,397)
(578,768)
-
(79,629)
(142,743)
(878,537)


Disposals
-
-
(448,685)
-
-
(448,685)



At 31 December 2023

137,732
708,946
2,431,877
139,713
348,008
3,766,276



Net book value



At 31 December 2023
19,342
136,593
1,007,801
23,829
124,654
1,312,219



At 31 December 2022
150,353
627,737
850,607
64,486
184,865
1,878,048

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


2023
2022
£
£



Motor vehicles
305,565
-

Computer equipment
15,829
-

321,394
-

Page 22

 
Panic Transport (Contracts) Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

13.


Fixed asset investments





Listed investments

£



Cost or valuation


At 1 January 2023
33,920



At 31 December 2023
33,920





14.


Stocks

2023
2022
£
£

Finished goods and goods for resale
111,415
55,652



15.


Debtors

2023
2022
£
£


Trade debtors
4,505,924
2,604,691

Amounts owed by group undertakings
3,507,490
2,862,821

Prepayments and accrued income
774,994
530,477

8,788,408
5,997,989



16.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
568,500
480,122


Page 23

 
Panic Transport (Contracts) 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
2,128,011
1,011,933

Amounts owed to group undertakings
832,135
82,617

Other taxation and social security
658,025
423,167

Obligations under finance lease and hire purchase contracts
241,945
-

Invoice discounting facility
2,158,004
2,010,235

Other creditors
42,786
24,260

Accruals and deferred income
364,439
478,607

6,425,345
4,030,819


Obligations under finance lease 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.


18.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Net obligations under finance leases and hire purchase contracts
108,767
-


Obligations under finance lease and hire purchase contracts are secured on 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
154,108
-

Between 1-5 years
83,788
-

Over 5 years
27,929
-

Page 24

 
Panic Transport (Contracts) Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

20.


Deferred taxation




2023
2022


£

£






At beginning of year
121,803
138,151


Charged to profit or loss
43,016
(16,348)



At end of year
164,819
121,803

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Accelerated capital allowances
174,895
127,736

Tax losses carried forward
(10,076)
(5,933)

164,819
121,803


21.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



90 (2022 - 90) Ordinary shares of £1.00 each
90
90



22.


Reserves

Capital redemption reserve

The capital redemption reserve is a non-distributable reserve into which amounts are transferred following the redemption or purchase of a company's own shares.

Profit and loss account

Profit and loss account - Includes all current and prior period retained profits and losses.

Page 25

 
Panic Transport (Contracts) Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

23.
 

Business combinations

On 23rd September 2023, the company acquired certain assets and trade of Nelson Distribution Limited. 

Acquisition of Nelson distribution limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value
£
£

Fixed Assets

Tangible
516,844
516,844

516,844
516,844

Total Assets
516,844
516,844

Creditors

Due within one year
(274,022)
(274,022)

Due after more than one year
(108,767)
(108,767)

Total Identifiable net assets
134,055
134,055


Goodwill
161,330

Total purchase consideration
295,385

Consideration

£


Cash
295,385

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
295,385


24.


Contingent liabilities

The company is party to a fixed and floating charge over it's assets to secure the liabilities of Kinaxia Logistics Limited and its subsidiary undertakings. 


25.


Pension commitments

The company operates a defined contribution 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 £160,797 (2022: £141,102). Contributions totalling £40,303 (2022: £23,730) were payable at the balance sheet date and are included in creditors.

Page 26

 
Panic Transport (Contracts) 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
1,308,233
1,214,030

Later than 1 year and not later than 5 years
4,264,105
4,856,122

Later than 5 years
-
388,640

5,572,338
6,458,792

2023
2022

£
£

Other


Not later than 1 year
387,743
305,572

Later than 1 year and not later than 5 years
896,626
627,888

Later than 5 years
83,539
-

1,367,908
933,460


27.


Related party transactions

The company's ultimate parent undertaking is Kinaxia Limited. The company has taken advantage of the exemption in FRS 102 Section 33 "Related Party Transactions" not to disclose transactions with other wholly owned group companies.
The directors of the company are considered to be the key management personnel and they are not remunerated through the company.
During the year, sales totalling £31,229 
(2022: £26,345) and purchases totalling £2,149 (2022: £300) were made to companies with a common director. Amounts due from companies with a common director totalled £1,168 (2022: £1,920) at the year end. Amounts due to companies with a common director totalled £1,080 (2022:£Nil).

Page 27

 
Panic Transport (Contracts) Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

28.


Post balance sheet events

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


29.


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.

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