Caseware UK (AP4) 2023.0.135 2023.0.135 falsetruetruetruefalse2023-01-01falseNo description of principal activity7686true 01506710 2023-01-01 2023-12-31 01506710 2022-01-01 2022-12-31 01506710 2023-12-31 01506710 2022-12-31 01506710 2022-01-01 01506710 1 2023-01-01 2023-12-31 01506710 d:Director2 2023-01-01 2023-12-31 01506710 d:Director2 2023-12-31 01506710 d:Director3 2023-01-01 2023-12-31 01506710 d:Director3 2023-12-31 01506710 d:Director4 2023-01-01 2023-12-31 01506710 d:Director4 2023-12-31 01506710 d:Director5 2023-01-01 2023-12-31 01506710 d:Director5 2023-12-31 01506710 d:Director6 2023-01-01 2023-12-31 01506710 d:Director6 2023-12-31 01506710 d:RegisteredOffice 2023-01-01 2023-12-31 01506710 c:Buildings 2023-01-01 2023-12-31 01506710 c:Buildings c:LongLeaseholdAssets 2023-01-01 2023-12-31 01506710 c:Buildings c:LongLeaseholdAssets 2023-12-31 01506710 c:Buildings c:LongLeaseholdAssets 2022-12-31 01506710 c:PlantMachinery 2023-01-01 2023-12-31 01506710 c:PlantMachinery 2023-12-31 01506710 c:PlantMachinery 2022-12-31 01506710 c:PlantMachinery c:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 01506710 c:MotorVehicles 2023-01-01 2023-12-31 01506710 c:MotorVehicles 2023-12-31 01506710 c:MotorVehicles 2022-12-31 01506710 c:MotorVehicles c:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 01506710 c:FurnitureFittings 2023-01-01 2023-12-31 01506710 c:FurnitureFittings 2023-12-31 01506710 c:FurnitureFittings 2022-12-31 01506710 c:FurnitureFittings c:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 01506710 c:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 01506710 c:CurrentFinancialInstruments 2023-12-31 01506710 c:CurrentFinancialInstruments 2022-12-31 01506710 c:CurrentFinancialInstruments 1 2023-12-31 01506710 c:CurrentFinancialInstruments 1 2022-12-31 01506710 c:Non-currentFinancialInstruments 2023-12-31 01506710 c:Non-currentFinancialInstruments 2022-12-31 01506710 c:CurrentFinancialInstruments c:WithinOneYear 2023-12-31 01506710 c:CurrentFinancialInstruments c:WithinOneYear 2022-12-31 01506710 c:Non-currentFinancialInstruments c:AfterOneYear 2023-12-31 01506710 c:Non-currentFinancialInstruments c:AfterOneYear 2022-12-31 01506710 c:ShareCapital 2023-12-31 01506710 c:ShareCapital 2022-12-31 01506710 c:RetainedEarningsAccumulatedLosses 2023-12-31 01506710 c:RetainedEarningsAccumulatedLosses 2022-12-31 01506710 d:OrdinaryShareClass2 2023-01-01 2023-12-31 01506710 d:OrdinaryShareClass2 2023-12-31 01506710 d:OrdinaryShareClass2 2022-12-31 01506710 d:OrdinaryShareClass3 2023-01-01 2023-12-31 01506710 d:OrdinaryShareClass3 2023-12-31 01506710 d:OrdinaryShareClass3 2022-12-31 01506710 d:OrdinaryShareClass4 2023-01-01 2023-12-31 01506710 d:OrdinaryShareClass4 2023-12-31 01506710 d:OrdinaryShareClass4 2022-12-31 01506710 d:FRS102 2023-01-01 2023-12-31 01506710 d:Audited 2023-01-01 2023-12-31 01506710 d:FullAccounts 2023-01-01 2023-12-31 01506710 d:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 01506710 c:WithinOneYear 2023-12-31 01506710 c:WithinOneYear 2022-12-31 01506710 c:BetweenOneFiveYears 2023-12-31 01506710 c:BetweenOneFiveYears 2022-12-31 01506710 c:MoreThanFiveYears 2023-12-31 01506710 c:MoreThanFiveYears 2022-12-31 01506710 c:PlantEquipmentOtherAssetsUnderOperatingLeases 2023-12-31 01506710 c:PlantEquipmentOtherAssetsUnderOperatingLeases 2022-12-31 01506710 c:PlantEquipmentOtherAssetsUnderOperatingLeases c:WithinOneYear 2023-12-31 01506710 c:PlantEquipmentOtherAssetsUnderOperatingLeases c:WithinOneYear 2022-12-31 01506710 c:PlantEquipmentOtherAssetsUnderOperatingLeases c:BetweenOneFiveYears 2023-12-31 01506710 c:PlantEquipmentOtherAssetsUnderOperatingLeases c:BetweenOneFiveYears 2022-12-31 01506710 c:PlantEquipmentOtherAssetsUnderOperatingLeases c:MoreThanFiveYears 2023-12-31 01506710 c:PlantEquipmentOtherAssetsUnderOperatingLeases c:MoreThanFiveYears 2022-12-31 01506710 c:HirePurchaseContracts c:WithinOneYear 2023-12-31 01506710 c:HirePurchaseContracts c:WithinOneYear 2022-12-31 01506710 c:HirePurchaseContracts c:BetweenOneFiveYears 2023-12-31 01506710 c:HirePurchaseContracts c:BetweenOneFiveYears 2022-12-31 01506710 1 2023-01-01 2023-12-31 01506710 c:AcceleratedTaxDepreciationDeferredTax 2023-12-31 01506710 c:AcceleratedTaxDepreciationDeferredTax 2022-12-31 01506710 c:OtherDeferredTax 2023-12-31 01506710 c:OtherDeferredTax 2022-12-31 01506710 c:MotorVehicles c:LeasedAssetsHeldAsLessee 2023-12-31 01506710 c:MotorVehicles c:LeasedAssetsHeldAsLessee 2022-12-31 01506710 f:PoundSterling 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 01506710









Bay Freight Limited









Directors' Report and Financial Statements

For the Year Ended 31 December 2023

 
Bay Freight 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
01506710



Registered office
Tameside Freight Terminal
Premier House

Tame Street

Stalybridge

SK15 1ST




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

SK1 3GG





 
Bay Freight Limited
 

Contents



Page
Directors' Report
 
1 - 2
Independent Auditors' Report
 
3 - 6
Statement of Comprehensive Income
 
7
Balance Sheet
 
8
Notes to the Financial Statements
 
9 - 20


 
Bay Freight Limited
 
 
 
Directors' Report
For the Year Ended 31 December 2023

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

Directors' responsibilities statement

The directors are responsible for preparing the 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.

Directors

The directors who served during the year were:

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

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 1

 
Bay Freight Limited
 
 
 
Directors' Report (continued)
For the Year Ended 31 December 2023

Post balance sheet events and going concern

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.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A 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 2

 
Bay Freight Limited
 
 
 
Independent Auditors' Report to the Members of Bay Freight Limited
 

Opinion


We have audited the financial statements of Bay Freight Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet 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 Report.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.  If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves.  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 3

 
Bay Freight Limited
 
 
 
Independent Auditors' Report to the Members of Bay Freight Limited (continued)


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report has 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 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; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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 4

 
Bay Freight Limited
 
 
 
Independent Auditors' Report to the Members of Bay Freight Limited (continued)


Auditors' responsibilities for the audit of the financial statements
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
 
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
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, control environment and business performance including key drivers for   directors' remuneration, bonus levels and performance targets.
Enquiring of local management and parent company management, including obtaining and reviewing supporting documentation, concerning the Company's policies and procedures relating to:
°Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance.
°Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected of alleged fraud.
The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
Discussing among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
Obtaining an understanding of the legal and regulatory frameworks that the Company operates in, focusing on those laws and regulations that had a direct effect on the financial statements,  such as the Companies Act 2006, pensions and tax legislation, or that had a fundamental effect on the operations of the Company, including General Data Protection requirements, Anti-bribery and corruption policy,  Goods Vehicle (Licensing of Operators) Act, and the  Vehicle Drivers Regulations.

Audit response to risks identified

Our procedures to respond to risk identified included the following:
Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;
Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities;
Enquiring of management concerning actual and potential litigation and claims;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
Reading minutes of meetings of those charged with governance, reviewing internal audit reports and correspondence with regulators.
 
Page 5

 
Bay Freight Limited
 
 
 
Independent Auditors' Report to the Members of Bay Freight Limited (continued)


We have also considered the risks noted above in addressing the risk of fraud through management override of controls:
 
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 is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.  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 6

 
Bay Freight Limited
 
 
Statement of Comprehensive Income
For the Year Ended 31 December 2023

2023
2022
£
£

  

Turnover
  
8,697,610
9,973,748

Cost of sales
  
(7,661,153)
(8,464,849)

Gross profit
  
1,036,457
1,508,899

Administrative expenses
  
(1,306,414)
(1,397,159)

Operating (loss)/profit
  
(269,957)
111,740

Interest payable and similar expenses
  
(74,801)
(40,376)

(Loss)/profit before tax
  
(344,758)
71,364

Tax on (loss)/profit
  
(8,644)
3,680

(Loss)/profit for the financial year
  
(353,402)
75,044

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

The notes on pages 9 to 20 form part of these financial statements.

Page 7

 
Bay Freight Limited
Registered number: 01506710

Balance Sheet
As at 31 December 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 4 
501,754
717,600

  
501,754
717,600

Current assets
  

Stocks
 5 
80,824
49,302

Debtors: amounts falling due within one year
 6 
3,480,492
3,670,942

Cash at bank and in hand
 7 
42,389
93,085

  
3,603,705
3,813,329

Creditors: amounts falling due within one year
 8 
(2,510,264)
(2,419,375)

Net current assets
  
 
 
1,093,441
 
 
1,393,954

Total assets less current liabilities
  
1,595,195
2,111,554

Creditors: amounts falling due after more than one year
 9 
-
(162,957)

  

Net assets
  
1,595,195
1,948,597


Capital and reserves
  

Called up share capital 
 12 
50,000
50,000

Profit and loss account
 13 
1,545,195
1,898,597

  
1,595,195
1,948,597


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

Page 8

 
Bay Freight Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

1.


General information

Bay Freight Limited is a private company limited by members capital incorporated in England, number 01506710. The address of the registered office and principal place of business is Tameside Freight Terminal, Premier House, Tame Street, Stalybridge, SK15 1ST. 
The nature of the company's operation and its principal activity is the provision of road haulage and warehousing services.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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

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

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

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

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

Page 9

 
Bay Freight 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.

 
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.

 
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.

 
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.

Page 10

 
Bay Freight Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
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 11

 
Bay Freight Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.10

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.

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

Depreciation is provided on the following basis:

Leasehold improvements
-
Straight line - over the life of the lease
Plant and machinery
-
Plant and equipment 5 years straight line, forklifts 25% reducing balance
Motor vehicles
-
Trucks and cars 25% reducing balance, trailers 20% 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.

 
2.11

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.

 
2.12

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.

 
2.13

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.

Page 12

 
Bay Freight Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.14

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.

 
2.15

Financial instruments

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

Basic financial assets

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

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

Impairment of financial assets

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

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Page 13

 
Bay Freight Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)


2.15
Financial instruments (continued)

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.


3.


Employees

The average monthly number of employees, including directors, during the year was 76 (2022 - 86).

Page 14

 
Bay Freight Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

4.


Tangible fixed assets





Leasehold improvements
Plant and machinery
Motor vehicles
Fixtures and fittings
Total

£
£
£
£
£



Cost or valuation


At 1 January 2023
206,231
429,318
2,583,920
400,754
3,620,223


Additions
1,335
15,556
16,549
4,150
37,590


Disposals
-
(48,785)
(759,654)
-
(808,439)



At 31 December 2023

207,566
396,089
1,840,815
404,904
2,849,374



Depreciation


At 1 January 2023
180,197
396,381
1,978,264
347,781
2,902,623


Charge for the year on owned assets
3,373
14,925
125,177
21,561
165,036


Disposals
-
(36,075)
(683,964)
-
(720,039)



At 31 December 2023

183,570
375,231
1,419,477
369,342
2,347,620



Net book value



At 31 December 2023
23,996
20,858
421,338
35,562
501,754



At 31 December 2022
26,034
32,937
605,656
52,973
717,600

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


2023
2022
£
£



Motor vehicles
233,014
299,988


5.


Stocks

2023
2022
£
£

Fuel, tyres and other consumables
80,824
49,302


Page 15

 
Bay Freight Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

6.


Debtors

2023
2022
£
£


Trade debtors
1,256,481
1,483,798

Amounts owed by group undertakings
2,014,639
1,863,977

Other debtors
8,862
7,371

Prepayments and accrued income
195,159
301,801

Deferred taxation
5,351
13,995

3,480,492
3,670,942



7.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
42,389
93,085

42,389
93,085



8.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
468,711
589,766

Amounts owed to group undertakings
682,589
97,936

Other taxation and social security
157,576
191,477

Obligations under finance lease and hire purchase contracts
170,481
186,761

Invoice discounting facility
815,746
1,096,734

Other creditors
35,800
48,297

Accruals and deferred income
179,361
208,404

2,510,264
2,419,375


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

Page 16

 
Bay Freight Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

9.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Net obligations under finance leases and hire purchase contracts
-
162,957


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


10.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2023
2022
£
£


Within one year
170,481
188,059

Between 1-5 years
-
164,563

170,481
352,622


11.


Deferred taxation




2023
2022


£

£






(Liability)/Asset at beginning of year
13,995
10,315


Credited to profit or loss
(8,644)
3,680



Asset at end of year
5,351
13,995

The deferred tax asset is made up as follows:

2023
2022
£
£


Accelerated capital allowances
3,757
11,854

Other timing differences
1,594
2,141

5,351
13,995

Page 17

 
Bay Freight Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

12.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



10,000 (2022 - 10,000) Ordinary 'A' shares of £1.00 each
10,000
10,000
22,500 (2022 - 22,500) Ordinary 'B' shares of £1.00 each
22,500
22,500
17,500 (2022 - 17,500) Ordinary 'C' shares of £1.00 each
17,500
17,500

50,000

50,000

The different classes of ordinary shares rank pari passu and each have the same voting rights.



13.


Reserves

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


14.


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 subsidiary undertakings.


15.


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 £56,712 (2022: £86,561). Contributions totalling £6,376 (2022: £8,563) were payable to the fund at the balance sheet date. 

Page 18

 
Bay Freight Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

16.


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
190,000
190,000

Later than 1 year and not later than 5 years
760,000
760,000

Later than 5 years
190,000
380,000

1,140,000
1,330,000

2023
2022

£
£

Other


Not later than 1 year
426,795
200,565

Later than 1 year and not later than 5 years
1,259,640
411,198

Later than 5 years
252,816
-

1,939,251
611,763


17.


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 19

 
Bay Freight Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2023

18.


Ultimate parent undertaking and controlling party

The company's immediate parent undertaking is Kinaxia Transport and Warehousing Limited, a company registered in England and Wales. 
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 20