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Registration number: 10390680

Topeka Logistics Ltd

Annual Report and Consolidated Financial Statements

for the Year Ended 31 December 2024

 

Topeka Logistics Ltd

Contents

Company Information

1

Strategic Report

2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 7

Consolidated Profit and Loss Account

8

Consolidated Balance Sheet

9

Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Statement of Changes in Equity

12

Consolidated Statement of Cash Flows

13

Notes to the Financial Statements

14 to 28

 

Topeka Logistics Ltd

Company Information

Directors

M R Phillips

A Cooper

T I Love

Company secretary

M R Phillips

Registered office

Topeka House
Frontier Park
Banbury
OX17 2FJ

Auditors

Hazlewoods LLP
Staverton Court
Staverton
Cheltenham
GL51 0UX

 

Topeka Logistics Ltd

Strategic Report for the Year Ended 31 December 2024

The directors present their strategic report for the year ended 31 December 2024.

Principal activity

The principal activity of the group is the provision of temperature-controlled transport solutions for the food industry across the UK and Europe and bulk liquid tankers from Europe into the UK.

Fair review of the business

The results for the period which are set out in the profit and loss account show turnover of £15,337,005 (2023: £13,931,190) and an operating profit of £2,024,493 (2023: £1,796,161). At 31 December 2024 the Group had net assets of £1,758,001 (2023: £1,583,774).

The Group's liquidity position has declined with net current assets decreasing to £917,884 (2023: £1,108,838).

The directors are pleased with the performance of the Group in the period under review and its position at the balance sheet date. The business has focussed during the year on strengthening its core capabilities and processes to leave it well poised for continued growth over the medium to long term.

The business operates within specific market sectors and has continued to grow and on-board new customers which improves profitability and provide tangible sustainability benefits through less food miles.

The strong IT systems the company has invested in enable the company to process and manage complex order profiles and inbound data streams. This means efficient daily schedules can be created where revenue, cost and profit are visible in real-time. The company has embraced a progressive IT strategy offering real-time live tracking and providing customers with a suite of information.

In the first quarter of 2025, the company successfully relocated to a new, larger warehouse adjacent to the M40 motorway near Banbury. This strategic location offers high-profile visibility and convenient motorway access. The state-of-the-art facility has consolidated our warehousing operations into a single location, enabling greater operational efficiencies and cost savings. The directors remain committed to seeking appropriate investment opportunities to support the continued growth of the company.

Principal risks and uncertainties

The Group operates in the food sector which is generally very stable and recession resistant and therefore the main risk the company faces would be falling demand from existing customer contracts and customers not renewing existing contracts. The Group looks to minimise this risk through securing long-term contracts for both transport and warehouse revenue streams. The Group has significant contract cover in place across the customer portfolio.

Other risks include price increases for key direct costs such as fuel and staff. The Group minimises the risk of such price increases through fuel escalators and RPI increases being a standard inclusion in its contract terms with customers.

Approved by the Board on 2 June 2025 and signed on its behalf by:


M R Phillips
Company secretary and director

 

Topeka Logistics Ltd

Directors' Report for the Year Ended 31 December 2024

The directors present their report and the for the year ended 31 December 2024.

Directors of the company

The directors who held office during the year were as follows:

M R Phillips - Company secretary and director

A Cooper

T I Love

Financial instruments

Objectives and policies

The company's financial instruments comprise borrowings, cash and liquid resources, and various other items such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to finance the operations of the company. The main risks arising from the company's financial instruments are set out below.

Price risk, credit risk, liquidity risk and cash flow risk

Price risk
The company is subject to an element of price competition for its services from competitors but strives to maintain its level of service and competitive pricing.

Credit risk
The company offers credit to its customers. Before credit terms are agreed, an assessment of the customer's credit rating is undertaken to ensure the company is not exposed to a major credit risk. Credit limits are set accordingly.

Liquidity risk
The directors monitor cash flows generated by the operations of the company, applying cash collection targets to ensure the company is able to meet its operational requirements and meet future obligations as they fall due.

Foreign exchange risk
A number of the company's sales and purchases are in foreign currencies. As a result, exchange rate fluctuations impact on the results and cash flows of the company. Fluctuations in exchange rates are carefully monitored by the directors.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

The auditors Hazlewoods LLP are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Approved by the Board on 2 June 2025 and signed on its behalf by:


M R Phillips
Company secretary and director

 

Topeka Logistics Ltd

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Topeka Logistics Ltd

Independent Auditor's Report to the Members of Topeka Logistics Ltd

Opinion

We have audited the financial statements of Topeka Logistics Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, 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).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's profit 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and 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 our 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 and the Directors' Report.

 

Topeka Logistics Ltd

Independent Auditor's Report to the Members of Topeka Logistics Ltd

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company 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 Statement of Directors' Responsibilities set out on page 4, 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 group’s and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s 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 auditor’s 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.

Extent to which the audit was capable of detecting irregularities, including fraud

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 considered the nature of the group’s industry and its control environment and reviewed the groups’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

 

Topeka Logistics Ltd

Independent Auditor's Report to the Members of Topeka Logistics Ltd

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed 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 are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 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 auditor’s 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.





Scott Lawrence (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Staverton Court
Staverton
Cheltenham
GL51 0UX

2 June 2025

 

Topeka Logistics Ltd

Consolidated Profit and Loss Account for the Year Ended 31 December 2024

Note

2024
£

2023
£

Turnover

3

15,337,005

13,931,190

Cost of sales

 

(11,690,410)

(10,352,916)

Gross profit

 

3,646,595

3,578,274

Administrative expenses

 

(1,622,102)

(1,782,113)

Operating profit

4

2,024,493

1,796,161

Other interest receivable and similar income

5

180,591

76,940

Interest payable and similar expenses

6

(166,252)

(105,417)

   

14,339

(28,477)

Profit before tax

 

2,038,832

1,767,684

Tax on profit

9

(539,805)

(477,479)

Profit for the financial year

 

1,499,027

1,290,205

Profit/(loss) attributable to:

 

Owners of the company

 

1,499,027

1,290,205

The above results were derived from continuing operations.

The group has no recognised gains or losses for the year other than the results above.

 

Topeka Logistics Ltd

(Registration number: 10390680)
Consolidated Balance Sheet as at 31 December 2024

Note

2024
£

2023
£

Fixed assets

 

Intangible assets

10

58,146

87,219

Tangible assets

11

2,852,552

1,763,782

 

2,910,698

1,851,001

Current assets

 

Stocks

13

50,149

15,846

Debtors

14

2,374,801

2,096,393

Cash at bank and in hand

 

2,661,885

2,349,308

 

5,086,835

4,461,547

Creditors: Amounts falling due within one year

16

(4,168,951)

(3,352,709)

Net current assets

 

917,884

1,108,838

Total assets less current liabilities

 

3,828,582

2,959,839

Creditors: Amounts falling due after more than one year

16

(1,402,599)

(941,312)

Provisions for liabilities

(667,982)

(434,753)

Net assets

 

1,758,001

1,583,774

Capital and reserves

 

Called up share capital

19

8,454

9,454

Capital redemption reserve

20

964,747

963,747

Profit and loss account

20

784,800

610,573

Equity attributable to owners of the company

 

1,758,001

1,583,774

Shareholders' funds

 

1,758,001

1,583,774

Approved and authorised by the Board on 2 June 2025 and signed on its behalf by:
 

M R Phillips
Company secretary and director

 

Topeka Logistics Ltd

(Registration number: 10390680)
Balance Sheet as at 31 December 2024

Note

2024
£

2023
£

Fixed assets

 

Investments

12

3,180,716

3,180,716

Current assets

 

Debtors

14

85,064

-

Cash at bank and in hand

 

1,500

48,491

 

86,564

48,491

Creditors: Amounts falling due within one year

16

(701,082)

(348,961)

Net current liabilities

 

(614,518)

(300,470)

Net assets

 

2,566,198

2,880,246

Capital and reserves

 

Called up share capital

19

8,454

9,454

Capital redemption reserve

964,747

963,747

Profit and loss account

1,592,997

1,907,045

Total equity

 

2,566,198

2,880,246

The company made a profit after tax for the financial year of £1,010,752 (2023 - profit of £855,146).

Approved and authorised by the Board on 2 June 2025 and signed on its behalf by:
 

M R Phillips
Company secretary and director

 

Topeka Logistics Ltd

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company

Share capital
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 1 January 2024

9,454

963,747

610,573

1,583,774

Profit for the year

-

-

1,499,027

1,499,027

Dividends

-

-

(281,950)

(281,950)

Purchase of own share capital

(1,000)

1,000

(1,042,850)

(1,042,850)

At 31 December 2024

8,454

964,747

784,800

1,758,001

Share capital
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 1 January 2023

10,204

962,997

265,024

1,238,225

Profit for the year

-

-

1,290,205

1,290,205

Dividends

-

-

(387,518)

(387,518)

Purchase of own share capital

(750)

750

(557,138)

(557,138)

At 31 December 2023

9,454

963,747

610,573

1,583,774

 

Topeka Logistics Ltd

Statement of Changes in Equity for the Year Ended 31 December 2024

Share capital
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 1 January 2024

9,454

963,747

1,907,045

2,880,246

Profit for the year

-

-

1,010,752

1,010,752

Dividends

-

-

(281,950)

(281,950)

Purchase of own share capital

(1,000)

1,000

(1,042,850)

(1,042,850)

At 31 December 2024

8,454

964,747

1,592,997

2,566,198

Share capital
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 1 January 2023

10,204

962,997

1,996,555

2,969,756

Profit for the year

-

-

855,146

855,146

Dividends

-

-

(387,518)

(387,518)

Purchase of own share capital

(750)

750

(557,138)

(557,138)

At 31 December 2023

9,454

963,747

1,907,045

2,880,246

 

Topeka Logistics Ltd

Consolidated Statement of Cash Flows for the Year Ended 31 December 2024

Note

2024
£

2023
£

Cash flows from operating activities

Profit for the year

 

1,499,027

1,290,205

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

562,891

523,980

Loss/(profit) on disposal of tangible assets

57,916

(7,280)

Finance income

(180,591)

(76,940)

Finance costs

166,252

105,417

Income tax expense

9

539,805

477,479

 

2,645,300

2,312,861

Working capital adjustments

 

(Increase)/decrease in stocks

13

(34,303)

19,962

(Increase)/decrease in trade debtors

14

(278,408)

778,676

Increase in trade creditors

16

807,334

57,636

Cash generated from operations

 

3,139,923

3,169,135

Income taxes paid

9

(470,018)

(107,231)

Net cash flow from operating activities

 

2,669,905

3,061,904

Cash flows from investing activities

 

Interest received

180,591

76,940

Acquisitions of tangible assets

(523,009)

(1,018,082)

Proceeds from sale of tangible assets

 

51,999

1,066,180

Net cash flows from investing activities

 

(290,419)

125,038

Cash flows from financing activities

 

Interest paid

(166,252)

(105,417)

Payments for purchase of own shares

 

(1,042,850)

(557,138)

Repayment of bank borrowing

 

-

(265,007)

Payments to hire purchase and finance lease creditors

 

(575,857)

(621,375)

Dividends paid

(281,950)

(387,518)

Net cash flows from financing activities

 

(2,066,909)

(1,936,455)

Net increase in cash and cash equivalents

 

312,577

1,250,487

Cash and cash equivalents at 1 January

 

2,349,308

1,098,821

Cash and cash equivalents at 31 December

 

2,661,885

2,349,308

 

Topeka Logistics Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Topeka House
Frontier Park
Banbury
OX17 2FJ

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Summary of disclosure exemptions

Topeka Logistics Ltd meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in its separate financial statements. Exemptions have been taken in the company's financial statements in relation to financial instruments and presentation of a statement of cash flows.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

 

Topeka Logistics Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
 

Judgements

No significant judgements have been made by management in preparing these financial statements.

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies..

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.

The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the company's activities.

Revenue from services is recognised in the period in which the services are rendered.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

 

Topeka Logistics Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred corporation tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Leasehold improvements

Over the term of the lease

Fixtures, fittings and equipment

25% on cost

Motor vehicles

6 years straight line

Plant and machinery

5 years straight line

Commercial vehicles

Straight line over the useful life of the vehicle, considered to be 7 years

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

10 years straight line

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

 

Topeka Logistics Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for goods sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Provisions

Provisions are recognised when the group has an obligation at the reporting date as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 

Topeka Logistics Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

Topeka Logistics Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

 

3

Turnover

The analysis of the group's turnover for the year from continuing operations is as follows:

2024
£

2023
£

Rendering of services

15,337,005

13,931,190

The analysis of the group's turnover for the year by market is as follows:

2024
£

2023
£

UK

11,168,188

10,089,500

Europe

4,168,817

3,841,690

15,337,005

13,931,190

 

4

Operating profit

Arrived at after charging/(crediting)

2024
£

2023
£

Depreciation expense

533,818

494,907

Amortisation expense

29,073

29,073

Foreign exchange losses

10,579

26,467

Operating lease expense - property

812,693

807,693

Operating lease expense - other

44,660

48,667

Loss/(profit) on disposal of property, plant and equipment

57,916

(7,280)

 

5

Other interest receivable and similar income

2024
£

2023
£

Other interest receivable

131,329

38,534

Interest income on bank deposits

49,262

38,406

180,591

76,940

 

6

Interest payable and similar expenses

2024
£

2023
£

Interest on obligations under finance leases and hire purchase contracts

96,554

88,337

Interest expense on other finance liabilities

69,698

17,080

166,252

105,417

 

Topeka Logistics Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

 

7

Staff costs

Group
The aggregate payroll costs (including directors' remuneration) were as follows:

2024
£

2023
£

Wages and salaries

3,106,075

3,047,370

Social security costs

277,265

290,341

Pension costs, defined contribution scheme

54,859

300,582

3,438,199

3,638,293

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2024
No.

2023
No.

Production

70

74

Administration and support

24

23

Other departments

3

3

97

100

Company
The aggregate payroll costs (including directors' remuneration) were as follows:

2024
 £

2023
 £

Wages and salaries

51,980

120,605

Social security costs

-

13,643

Pension costs, defined contribution scheme

-

218,024

51,980

352,272

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

2024
 No.

2023
 No.

Administration and support

2

2

Directors

3

3

5

5

 

8

Directors' remuneration

The directors' remuneration for the year was as follows:

2024
£

2023
£

Remuneration

75,874

135,230

Contributions paid to money purchase schemes

1,819

239,466

77,693

374,696

During the year the number of directors who were receiving benefits and share incentives was as follows:

 

Topeka Logistics Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

2024
No.

2023
No.

Accruing benefits under money purchase pension scheme

3

3

 

9

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2024
£

2023
£

Current taxation

UK corporation tax

306,576

470,018

UK corporation tax adjustment to prior periods

-

34,931

306,576

504,949

Deferred taxation

Arising from origination and reversal of timing differences

233,229

(27,470)

Tax expense in the income statement

539,805

477,479

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of 25% (2023 - 23.52%).

The differences are reconciled below:

2024
£

2023
£

Profit before tax

2,038,832

1,767,684

Corporation tax at standard rate

509,708

415,770

Increase in UK and foreign current tax from adjustment for prior periods

-

34,931

Tax increase from effect of capital allowances and depreciation

143

588

Tax decrease from other short-term timing differences

-

(3,762)

Effect of expense not deductible in determining taxable profit (tax loss)

23,389

16,973

Timing differences

7,268

6,838

Double taxation relief

(703)

-

Increase in UK and foreign current tax from unrecognised tax loss or credit

-

4,308

Tax increase from effect of indexation allowance on capital gains

-

1,833

Total tax charge

539,805

477,479

 

Topeka Logistics Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Deferred tax

Group

Deferred tax assets and liabilities

2024

Liability
£

Fixed asset timing difference

671,220

Short term timing differences

(3,238)

667,982

2023

Liability
£

Fixed asset timing difference

436,132

Short term timing differences

(1,379)

434,753

 

10

Intangible assets

Group

Goodwill
 £

Cost or valuation

At 1 January 2024

290,730

At 31 December 2024

290,730

Amortisation

At 1 January 2024

203,511

Amortisation charge

29,073

At 31 December 2024

232,584

Carrying amount

At 31 December 2024

58,146

At 31 December 2023

87,219

 

Topeka Logistics Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

 

11

Tangible assets

Group

Leasehold improvements
£

Fixtures, fittings and equipment
 £

Motor vehicles
 £

Plant and machinery
 £

Commercial vehicles
£

Total
£

Cost

At 1 January 2024

594,986

216,342

85,716

20,744

1,863,576

2,781,364

Additions

1,263,669

17,800

193,285

9,876

247,873

1,732,503

Disposals

(53,880)

(11,554)

(61,726)

(2,397)

(230,584)

(360,141)

At 31 December 2024

1,804,775

222,588

217,275

28,223

1,880,865

4,153,726

Depreciation

At 1 January 2024

261,881

138,201

38,877

12,065

566,558

1,017,582

Charge for the year

114,668

38,902

34,427

5,675

340,146

533,818

Eliminated on disposal

(24,065)

(6,402)

(34,728)

(280)

(184,751)

(250,226)

At 31 December 2024

352,484

170,701

38,576

17,460

721,953

1,301,174

Carrying amount

At 31 December 2024

1,452,291

51,887

178,699

10,763

1,158,912

2,852,552

At 31 December 2023

333,105

78,141

46,839

8,679

1,297,018

1,763,782

 

Topeka Logistics Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Assets held under finance leases and hire purchase contracts

The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:

2024
£

2023
£

Commercial vehicles

1,156,601

1,297,018

Motor vehicles

175,783

36,669

Fixtures & fittings

10,752

24,209

Leasehold improvements

1,142,374

262,557

2,485,510

1,620,453

 

12

Investments

Company

2024
£

2023
£

Investments in subsidiaries

3,180,716

3,180,716

Subsidiaries

£

Cost

At 1 January 2024 and 31 December 2023

3,180,716

Provision

At 1 January 2024 and 31 December 2023

-

Carrying amount

At 31 December 2024

3,180,716

At 31 December 2023

3,180,716

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2024

2023

Subsidiary undertakings

Ralph Davies International Limited

England and Wales

Ordinary

100%

100%

RDI Warehousing Ltd

England and Wales

Ordinary

100%

100%

Subsidiary undertakings

Ralph Davies International Limited

The principal activity of Ralph Davies International Limited is the provision of temperature controlled transport solutions for the food industry across the UK and Europe.

RDI Warehousing Ltd

The principal activity of RDI Warehousing Ltd is that of a dormant company.

 

Topeka Logistics Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

 

13

Stocks

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Fuel

50,149

15,846

-

-

 

14

Debtors

   

Group

Company

Note

2024
£

2023
£

2024
£

2023
£

Trade debtors

 

1,888,199

1,824,505

-

-

Amounts owed by related parties

24

45,000

-

45,000

-

Other debtors

 

1,350

1,536

-

-

Prepayments

 

440,252

270,352

-

-

Social security and other taxes

 

-

-

40,064

-

 

2,374,801

2,096,393

85,064

-

 

15

Cash and cash equivalents

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Cash at bank

2,661,885

2,349,308

1,500

48,491

 

16

Creditors

   

Group

Company

Note

2024
£

2023
£

2024
£

2023
£

Due within one year

 

Loans and borrowings

17

598,626

426,276

-

-

Trade creditors

 

1,930,811

1,576,864

-

-

Amounts due to related parties

24

-

-

689,569

281,710

Social security and other taxes

 

234,631

280,621

-

46,055

Other payables

 

127,448

128,558

100

100

Accruals

 

970,859

470,372

3,001

3,001

Corporation tax liability

9

306,576

470,018

8,412

18,095

 

4,168,951

3,352,709

701,082

348,961

Due after one year

 

Loans and borrowings

17

1,402,599

941,312

-

-

 

Topeka Logistics Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

 

17

Loans and borrowings

Current loans and borrowings

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Hire purchase and finance lease liabilities

598,626

426,276

-

-

Non-current loans and borrowings

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Hire purchase and finance lease liabilities

1,402,599

941,312

-

-

Obligations under hire purchase and finance lease contracts are secured over the related asset.

 

18

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and personal pension plans and amounted to £54,859 (2023 - £300,582).

 

19

Share capital

Allotted, called up and fully paid shares

2024

2023

No.

£

No.

£

Ordinary A shares of £1 each

4,310

4,310

4,310

4,310

Ordinary B shares of £1 each

500

500

500

500

Ordinary C shares of £1 each

644

644

1,644

1,644

Ordinary D shares of £1 each

500

500

500

500

Ordinary E shares of £1 each

500

500

500

500

Ordinary F shares of £1 each

500

500

500

500

Ordinary G shares of £1 each

500

500

500

500

Ordinary H shares of £1 each

500

500

500

500

Ordinary I shares of £1 each

500

500

500

500

8,454

8,454

9,454

9,454


Share rights
The different classes of Ordinary shares referred to above carry separate rights to dividends, but in all other respects, rank pari passu.

Redemption of preference shares
On 28th November 2024 1,000 Ordinary C shares where re-purchased at a premium of £1,042,850 for cash consideration of £1,042,850.

 

Topeka Logistics Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

 

20

Reserves


Called up share capital
This represents the nominal value of the issued share capital of the company.

Retained earnings
This represents the cumulative profits or losses, net of dividends paid and other adjustments. This reserve is distributable.

Capital redemption reserve
This represents amounts paid following a capital redemption and share buy back. The reserve is not distributable.

 

21

Obligations under leases and hire purchase contracts

Group

Finance leases

The total of future minimum lease payments is as follows:

2024
£

2023
£

Not later than one year

598,626

426,276

Later than one year and not later than five years

1,402,599

941,312

2,001,225

1,367,588

Operating leases

The total of future minimum lease payments is as follows:

2024
£

2023
£

Not later than one year

467,498

883,162

Later than one year and not later than five years

6,201,892

2,745,390

Later than five years

12,339,752

52,816

19,009,142

3,681,368

The amount of non-cancellable operating lease payments recognised as an expense during the year was £892,125 (2023 - £856,360).

 

22

Dividends

2024
 £

2023
 £

Dividends paid

281,950

387,518

 

Topeka Logistics Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

 

23

Analysis of changes in net debt

Group

At 1 January 2024
£

Financing cash flows
£

Other non-cash changes
£

At 31 December 2024
£

Cash and cash equivalents

Cash

2,349,308

312,577

-

2,661,885

Borrowings

Finance lease and hire purchase contracts

(1,367,588)

575,857

(1,209,494)

(2,001,225)

 

981,720

888,434

(1,209,494)

660,660

 

24

Related party transactions

Company

Summary of transactions with key management

Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 8 to the financial statements.
 

Transactions with shareholders
During the year, dividends of £281,950 (2023 - £387,518) were paid to shareholders of the company.

At the balance sheet date an amount of £45,000 (2023 - £nil) was due from directors of the company. There are no fixed repayment terms and no interest charged on the balance.