Registered number:
For the Year Ended
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Bay Freight Limited
Company Information
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Bay Freight Limited
Contents
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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.
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 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors who served during the year were:
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Bay Freight Limited
Directors' Report (continued)
For the Year Ended 31 December 2023
On 21 December 2024, following an extended restructuring process, the Group repaid in full the entire term loan facility agreement with DE Shaw and replaced it with a new term loan of £39 million, alongside 90% equity in the Group. The loan notes carry a fixed interest rate of 8%, payable in cash if certain liquidity conditions are met or, alternatively, rolled up as Payment In Kind (PIK) interest. The loan is secured by a fixed and floating charge over the assets of the Group.
The new facility is due for repayment in June 2027, with an option to break in June 2026. This successful restructuring provides the Group with short- to medium-term financial stability, enabling it to focus on delivering its strategic objectives. On 21 December 2024, the ultimate controlling party of Kinaxia Limited changed from Ensco 1477 Limited to DELALV Delaware Holdco, L.L.C., a company registered in Delaware, USA. The transfer of control occurred as part of a group restructuring.
The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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.
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Bay Freight Limited
Independent Auditors' Report to the Members of Bay Freight Limited
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 policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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Bay Freight Limited
Independent Auditors' Report to the Members of Bay Freight Limited (continued)
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.
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.
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Bay Freight Limited
Independent Auditors' Report to the Members of Bay Freight Limited (continued)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
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.
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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.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
SK1 3GG
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Bay Freight Limited
Statement of Comprehensive Income
For the Year Ended 31 December 2023
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Bay Freight Limited
Registered number: 01506710
Balance Sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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Bay Freight Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
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
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:
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..
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Bay Freight Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
2.Accounting policies (continued)
When a sale and leaseback transaction results in an operating lease, and it is clear that the transition is established at fair value any profit or loss is recognised immediately. If the sale price is below fair value, any profit or loss is recognised immediately unless the loss is compensated for by the future lease payments at below market price. In that case any such loss is amortised in proportion to the lease payments over the period for which the asset is expected to be used. If the sale price is above fair value, the excess over fair value is amortised over the period for which the asset is expected to be used.
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Bay Freight Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
2.Accounting policies (continued)
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Bay Freight Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
2.Accounting policies (continued)
The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.
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:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
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Bay Freight Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
2.Accounting policies (continued)
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.
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Bay Freight Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
2.Accounting policies (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.
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Bay Freight Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
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Bay Freight Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
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Bay Freight Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
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Bay Freight Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
Profit and loss
Profit and loss account includes all current and prior period retained profits and losses.
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.
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.
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Bay Freight Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
The new facility is due for repayment in June 2027, with an option to break in June 2026. This successful restructuring provides the Group with short- to medium-term financial stability, enabling it to focus on delivering its strategic objectives. On 21 December 2024, the ultimate controlling party of Kinaxia Limited changed from Ensco 1477 Limited to DELALV Delaware Holdco, L.L.C., a company registered in Delaware, USA. The transfer of control occurred as part of a group restructuring.
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Bay Freight Limited
Notes to the Financial Statements
For the Year Ended 31 December 2023
The company's immediate parent undertaking is Kinaxia Transport and Warehousing Limited, a company registered in England and Wales.
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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