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Registered number: 02792967









Kinaxia Logistics & Fulfilment Ltd









Annual Report and Financial Statements

For the Year Ended 31 December 2024

 
Kinaxia Logistics & Fulfilment Ltd
 
 
Company Information


Directors
M J Lyons 
B J Germany (appointed 21 December 2024)
B J Warrillow (appointed 21 December 2024)
G Jenkins (appointed 21 December 2024)
G J Cox (appointed 7 April 2025)




Company secretary
M J Lyons



Registered number
02792967



Registered office
26 Bond
Europa Way

Trafford Park

Manchester

M17 1WF




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

SK1 3GG





 
Kinaxia Logistics & Fulfilment Ltd
 

Contents



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Statement of Comprehensive Income
 
9
Balance Sheet
 
10
Statement of Changes in Equity
 
11
Notes to the Financial Statements
 
12 - 27


 
Kinaxia Logistics & Fulfilment Ltd
 
 
Strategic Report
For the Year Ended 31 December 2024

Introduction
 
The directors present the strategic report and financial statements for the year ended 31 December 2024.

Business review
 
Turnover for the year increased to £29,878,908 (2023: £28,665,937), supported by growth in both warehousing and contract packing activities.
Gross profit for the year was £1,586,569 
(2023: £4,953,390), reflecting a decline in gross margin from 17.3% to 5.3%. This reduction was driven by rising cost of sales, excess capacity following transfer of warehouse operations from other group companies and continued operational pressures across the sector.
Administrative expenses reduced slightly to £5,707,363
 (2023: £5,743,869). During the year, the company  incurred a number of exceptional costs, totalling £2,898,413, including £1.1m relating to dilapidations of leased premises and £1.5m in respect of early lease termination fee relating to the exit of properties as part of the wider Group strategy of reducing costs and becoming leaner.
After interest and taxation, the company recorded a loss for the financial year of £6,748,158
 (2023: £964,812).

Principal risks and uncertainties
 
The company has a high proportion of fixed overheads, meaning profitability is closely linked to occupancy levels across its three sites.
 The directors remain focused on securing longer-term contracts and exiting excess capacity to maintaining high utilisation levels, while also expanding the range of services offered, including value-added contract packing and fulfilment solutions.
The company’s exposure to financial risks is limited, as operations are funded primarily through working capital and a bank facility. 
The directors acknowledge ongoing sector price risks, driven by higher operating costs particularly property rental increases. These are mitigated through regular customer pricing reviews.

Financial key performance indicators
 
The company’s financial KPIs include:
Gross profit margin, which declined in 2024 due to increased costs.
Warehouse utilisation levels.
Liquidity, monitored through cash flow forecasting and working capital management.
Turnover and overhead performance against forecast.

Other key performance indicators
 
Non-financial KPIs remain focused on operational and compliance measures, including:
Health and safety standards.
Supplier on-time delivery performance.
Workforce management and employee engagement.
Industry accreditations, including BRC certification.

Page 1

 
Kinaxia Logistics & Fulfilment Ltd
 

Strategic Report (continued)
For the Year Ended 31 December 2024


This report was approved by the board and signed on its behalf.



B J Warrillow
Director

Date: 25 September 2025

Page 2

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Directors' Report
For the Year Ended 31 December 2024

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

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £6,748,158 (2023 -loss £964,812).

The directors do not propose a final dividend (2023: £Nil).

Directors

The directors who served during the year were:

M J Lyons 
G R Norfolk (resigned 21 December 2024)
P R Fields (resigned 21 December 2024)
B J Germany (appointed 21 December 2024)
B J Warrillow (appointed 21 December 2024)
G Jenkins (appointed 21 December 2024)

Future developments

The Company plans to focus on IT systems, service quality, operational efficiency, and cost control. Key priorities include investing in fleet and systems, enhancing route planning and warehouse operations, and managing inflationary pressures through customer pricing reviews and fuel surcharge mechanisms. The directors remain confident in the Company’s ability to respond to market challenges and pursue sustainable growth in the year ahead.

Page 3

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Directors' Report (continued)
For the Year Ended 31 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.

Post balance sheet events

During the year, the company committed to exiting certain leases. A board-level decision was made in early 2024, with discussions held with the respective landlords throughout the year. Formal surrender agreements were signed post year-end, under which the Group is required to pay reverse premium and dilapidations settlements. 
A provision of £340,000 has been recognised in respect of a commercial settlement, which has now been formally resolved post year-end..
Going concern 
The financial statements have been prepared on a going concern basis. The following paragraphs set out the basis of which the directors have reached their conclusion.
The company has net current liabilities of £1,473,254 (2023: net current assets of £1,781,042) at 31 December 2024 and incurred a loss before tax of £7,128,362 (2023: loss £866,320) for the year ended 31 December 2024. The profit and losses in year ending 31 December 2024 were materially impacted by exceptional items totalling £2,898,413 (2023: £nil) which has significantly reduced the Company's cost base moving forward.
On 21 December 2024, the Group successfully completed a restructuring, resulting in the shareholder obtaining 90% of the Group’s equity and revised terms on the Company’s outstanding £39m term loan. This refinancing, coupled with further equity investments since the year end, provides the Group with a stable medium-term funding platform and reflects the continued ongoing support of its majority shareholder.
This successful restructuring process provides certainty to the Group in the short to medium term allowing it to focus on delivering its strategic objectives.
The Directors believe it is appropriate therefore to prepare the financial statements to 31 December 2024 on a going concern basis.

Auditors

The auditorsHurst Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





B J Warrillow
Director

Date: 25 September 2025

Page 4

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Independent Auditors' Report to the Members of Kinaxia Logistics & Fulfilment Ltd
 

Opinion


We have audited the financial statements of Kinaxia Logistics & Fulfilment Ltd (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 5

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Independent Auditors' Report to the Members of Kinaxia Logistics & Fulfilment Ltd (continued)


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Independent Auditors' Report to the Members of Kinaxia Logistics & Fulfilment Ltd (continued)


Auditors' responsibilities for the audit of the financial statements
 

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


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

Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud. 
Supporting documentation relating to the Company's policies and procedures for:
°Identifying, evaluating, and complying with laws and regulations
°Detecting and responding to the risks of fraud
The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, Anti-bribery and Corruption.

Audit response to risks identified
Our procedures to respond to the risks identified included the following:
 
Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
Enquiring of management about any actual and potential litigation and claims.
Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of  material misstatement due to fraud.
Page 7

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Independent Auditors' Report to the Members of Kinaxia Logistics & Fulfilment Ltd (continued)


We have also considered the risk of fraud through management override of controls by:

Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them.  Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.


John Glover (Senior Statutory Auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
Stockport
SK1 3GG

25 September 2025
Page 8

 
Kinaxia Logistics & Fulfilment Ltd
 
 
Statement of Comprehensive Income
For the Year Ended 31 December 2024

2024
2023
Note
£
£

Turnover
 4 
29,878,908
28,665,937

Cost of sales
  
(28,292,339)
(23,712,547)

Gross profit
  
1,586,569
4,953,390

Administrative expenses
  
(5,707,363)
(5,743,869)

Exceptional administrative expenses
 11 
(2,898,413)
-

Operating loss
 5 
(7,019,207)
(790,479)

Interest receivable and similar income
 8 
32,946
-

Interest payable and similar expenses
 9 
(142,101)
(75,841)

Loss before tax
  
(7,128,362)
(866,320)

Tax on loss
 10 
380,204
(98,492)

Loss for the financial year
  
(6,748,158)
(964,812)

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 12 to 27 form part of these financial statements.

Page 9

 
Kinaxia Logistics & Fulfilment Ltd
Registered number: 02792967

Balance Sheet
As at 31 December 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
95,582
115,960

Tangible assets
 13 
3,092,691
4,253,779

  
3,188,273
4,369,739

Current assets
  

Stocks
 14 
27,852
27,471

Debtors: amounts falling due within one year
 15 
10,597,951
11,324,230

Cash at bank and in hand
 16 
432,426
1,101,149

  
11,058,229
12,452,850

Creditors: amounts falling due within one year
 17 
(12,531,483)
(10,671,808)

Net current (liabilities)/assets
  
 
 
(1,473,254)
 
 
1,781,042

Total assets less current liabilities
  
1,715,019
6,150,781

Creditors: amounts falling due after more than one year
 18 
(492,439)
(648,251)

Provisions for liabilities
  

Deferred tax
 20 
-
(380,205)

Other provisions
 21 
(2,995,494)
(147,081)

  
 
 
(2,995,494)
 
 
(527,286)

Net (liabilities)/assets
  
(1,772,914)
4,975,244


Capital and reserves
  

Called up share capital 
 22 
100
100

Profit and loss account
 23 
(1,773,014)
4,975,144

  
(1,772,914)
4,975,244


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




B J Warrillow
Director

Date: 25 September 2025

The notes on pages 12 to 27 form part of these financial statements.

Page 10

 
Kinaxia Logistics & Fulfilment Ltd
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2024
100
4,975,144
4,975,244


Comprehensive income for the year

Loss for the year
-
(6,748,158)
(6,748,158)


At 31 December 2024
100
(1,773,014)
(1,772,914)


The notes on pages 12 to 27 form part of these financial statements.


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


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2023
100
5,939,956
5,940,056


Comprehensive income for the year

Loss for the year
-
(964,812)
(964,812)


At 31 December 2023
100
4,975,144
4,975,244


The notes on pages 12 to 27 form part of these financial statements.

Page 11

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

1.


General information

Kinaxia Logistics & Fulfilment Ltd is a private company limited by members capital incorporated in England, number 02792967. The address of the registered office and principal place of business is 26 Bond, Europa Way, Trafford Park, Manchester, M17 1WF.
The nature of the company's operation and its principal activity is the provision of warehousing and contract packing services.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

The 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 2024 and these financial statements may be obtained from the Registrar.

Page 12

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

 
2.3

Going concern

The financial statements have been prepared on a going concern basis. The following paragraphs set out the
basis of which the directors have reached their conclusion.
The company has net current liabilities of £1,473,254 (2023: net current assets of £1,781,042) at 31 December 2024 and incured a loss before tax of £7,128,362 (2023: loss £866,320) for the year ended 31 December 
2024. The profit and losses in year ending 31 December 2024 were materially impacted by exceptional 
items totalling £2,898,413 (2023: £nil) which has significantly reduced the Company's cost base moving forward.
On 21 December 2024, the Group successfully completed a restructuring, resulting in the shareholder 
obtaining 90% of the Group’s equity and revised terms on the Company’s outstanding £39m term loan. 
This refinancing, coupled with further equity investments since the year end, provides the Group 
with a stable medium-term funding platform and reflects the continued ongoing support of its 
majority shareholder.
This successful restructuring process provides certainty to the Group in the short to medium term 
allowing it to focus on delivering its strategic objectives.
The Directors believe it is appropriate therefore to prepare the financial statements to 31 December 2024 on a
going concern basis.

 
2.4

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.

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 13

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Pensions

Defined contribution pension plan

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

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

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.10

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

Page 14

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

 
2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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

Depreciation is provided on the following basis:

Long-term leasehold property
-
Straight line - over the life of the lease
Plant and machinery
-
Racking 10 years straight line, other plant and machinery 5 years straight line
Motor vehicles
-
25% reducing balance, and those under lease agreements are straight line over the life of the lease
Fixtures and fittings
-
5 years straight line
Office equipment
-
5 years straight line

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

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

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

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.

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 15

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.16

Creditors

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

 
2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.18

Financial instruments

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

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

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.

Page 16

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)


2.18
Financial instruments (continued)

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 instrument is 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 creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make significant judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the period. Actual outcomes may differ from these judgements, estimates and assumptions. 
The directors believe that judgements, estimates and assumptions do not have a significant risk of causing a material difference to the carrying amounts of the assets and liabilities within the next financial year. 

Page 17

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

4.


Turnover

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


2024
2023
£
£

Warehousing
21,238,347
21,016,591

Contract Packaging
8,640,561
7,649,346

29,878,908
28,665,937


All turnover arose within the United Kingdom.


5.


Operating loss

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

2024
2023
£
£

(Profit)/Loss on sale of tangible assets
7,798
6,400

Land and building operating lease rentals
3,408,143
3,875,797

Other operating lease rentals
119,433
409,378


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
17,850
11,650

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

Page 18

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

7.


Employees

Staff costs were as follows:


2024
2023
£
£

Wages and salaries
8,611,185
8,176,702

Social security costs
816,855
606,427

Cost of defined contribution scheme
208,751
195,491

9,636,791
8,978,620


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


        2024
        2023
            No.
            No.







Office and management
32
48



Warehouse and production
249
246

281
294


8.


Interest receivable

2024
2023
£
£


Other interest receivable
32,946
-


9.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
31,311
12,674

Finance leases and hire purchase contracts
-
231

Other interest payable
110,790
62,936

142,101
75,841

Page 19

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

10.


Taxation


2024
2023
£
£

Deferred tax


Origination and reversal of timing differences
(380,204)
98,492

Total deferred tax
(380,204)
98,492

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 -higher than) the standard rate of corporation tax in the UK of 25% (2023 -23.52%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(7,128,362)
(866,320)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 -23.52%)
(1,782,091)
(203,763)

Effects of:


Expenses not deductible for tax purposes
27,500
25,873

Capital allowances for year in excess of depreciation
5,841
28,850

Movement in deferred tax not recognised
379,057
235,301

Remeasurement of deferred tax for changes in tax rates
-
5,426

Other timing differences leading to an increase (decrease) in taxation
-
6,805

Unrelieved tax losses carried forward
989,489
-

Total tax charge for the year
(380,204)
98,492



Page 20

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

11.


Exceptional items

2024
2023
£
£


Commercial settlement expense
340,000
-

Dilapidations and exit fees
2,558,413
-

2,898,413
-

A provision of £340,000 has been recognised in respect of a commercial settlement, which has now been formally 
resolved post year-end. 
During the year, the Company incurred exceptional costs of £1.1m relating to dilapidations of leased premises, and £1.5m in respect of early lease termination fees. For further detail please see the post balance sheet events note 28.


12.


Intangible assets




Computer software

£



Cost


At 1 January 2024
136,423


Additions
7,969



At 31 December 2024

144,392



Amortisation


At 1 January 2024
20,463


Charge for the year
28,347



At 31 December 2024

48,810



Net book value



At 31 December 2024
95,582



At 31 December 2023
115,960



Page 21

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

13.


Tangible fixed assets





Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2024
900,705
6,729,677
19,168
834,293
2,672,737
11,156,580


Additions
-
75,782
-
-
36,837
112,619


Disposals
(27,486)
(1,456)
-
(3,873)
-
(32,815)



At 31 December 2024

873,219
6,804,003
19,168
830,420
2,709,574
11,236,384



Depreciation


At 1 January 2024
376,834
4,551,233
14,377
454,759
1,505,598
6,902,801


Charge for the year on owned assets
109,011
644,172
3,847
126,879
366,354
1,250,263


Disposals
(4,123)
(1,456)
-
(3,792)
-
(9,371)



At 31 December 2024

481,722
5,193,949
18,224
577,846
1,871,952
8,143,693



Net book value



At 31 December 2024
391,497
1,610,054
944
252,574
837,622
3,092,691



At 31 December 2023
523,871
2,178,444
4,791
379,534
1,167,139
4,253,779

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


2024
2023
£
£



Plant and machinery
-
77,478

Page 22

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

14.


Stocks

2024
2023
£
£

Finished goods and goods for resale
27,852
27,471



15.


Debtors

2024
2022
£
£

Trade debtors
4,046,433
4,935,698

Amounts owed by group undertakings
3,592,509
3,351,982

Other debtors
205,955
311,079

Prepayments and accrued income
2,753,054
2,725,471

10,597,951
11,324,230



16.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
432,426
1,101,149



17.


Creditors: Amounts falling due within one year

2024
2022
£
£

Trade creditors
3,130,463
3,080,458

Amounts owed to group undertakings
2,571,282
2,046,859

Other taxation and social security
510,481
674,424

Obligations under finance lease and hire purchase contracts
-
66,164

Invoice discounting facility
1,550,739
1,077,372

Other creditors
552,944
361,709

Accruals and deferred income
4,215,574
3,364,822

12,531,483
10,671,808


The invoice discounting facility is secured on certain book debts of the company.

Page 23

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

18.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Accruals and deferred income
492,439
648,251



19.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2024
2023
£
£


Within one year
-
81,562


20.


Deferred taxation




2024
2023


£

£



At beginning of year
(380,205)
(281,713)


Charged to profit or loss
380,205
(98,492)



At end of year
-
(380,205)

The deferred taxation balance is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(195,924)
(384,788)

Tax losses carried forward
4,825
(970)

Other timing differences
191,099
5,553

-
(380,205)

Page 24

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

21.


Provisions




Dilapidations and exit fees
Commercial settlement
Total

£
£
£


At 1 January 2024
147,081
-
147,081


Charged to profit or loss
2,508,413
340,000
2,848,413



At 31 December 2024
2,655,494
340,000
2,995,494

The Group has made a provision for the dilapidation costs relating to leased premises as stated in the lease agreements. The main uncertainty relates to estimating the cost that will be incurred at the end of the lease.
During the year, the company committed to exiting certain leases. A board-level decision was made in early 2024, with discussions held with the respective landlords throughout the year. Formal surrender agreements were signed post year-end, under which the Group is required to pay reverse premium and dilapidations settlements. As the obligation existed at the reporting date, a total provision of £2.6m has been recognised in relation to these leases. Following review an existing dilapidations provision was reduced by £50k.
A provision of £340,000 has been recognised in respect of a commercial settlement, which has now been formally
resolved post year-end.


22.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



100 (2023 -100) Ordinary shares of £1.00 each
100
100



23.


Reserves

Profit and loss account

Profit and loss account includes all current retained profit and losses net of dividends paid.


24.


Contingent liabilities

There is a guarantee of £260,000 over the company's bank facilities in favour of HMRC (2023: £260,000).
The Company is party to a fixed and floating charge over its assets to secure the liabilities of Kinaxia Logistics Limited and subsidiaries. Kinaxia Logistics Limited is a wholly owned subsidiary of Kinaxia Limited, the ultimate controlling party.

Page 25

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

25.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £208,751 (2023 - £195,491). Contributions totalling £19,302 (2023 - £22,212) were payable to the fund at the balance sheet date and are included in creditors.


26.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£

Land and Buildings


Not later than 1 year
3,408,143
3,450,797

Later than 1 year and not later than 5 years
13,379,048
10,688,521

Later than 5 years
320,682
4,625,394

17,107,873
18,764,712

2024
2023

£
£

Other


Not later than 1 year
119,433
279,600

Later than 1 year and not later than 5 years
344,314
437,920

Later than 5 years
-
3,134

463,747
720,654


27.


Related party transactions

The company has taken advantage of the exemption from disclosing transactions with other companies that are wholly owned within the same group.


28.


Post balance sheet events

During the year, the company committed to exiting certain leases. A board-level decision was made in early 2024, with discussions held with the respective landlords throughout the year. Formal surrender agreements were signed post year-end, under which the Group is required to pay reverse premium and dilapidations settlements. 
A provision of £340,000 has been recognised in respect of a commercial settlement, which has now been formally
resolved post year-end.

Page 26

 
Kinaxia Logistics & Fulfilment Ltd
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

29.


Controlling party

The company is a wholly owned subsidiary of AKW Group Limited, a company incorporated in England and Wales, company number 04343114.
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 Alba Way, Stretford Motorway Estate, Stretford, Manchester, England, M32 0ZH.
The consolidated financial statements of Kinaxia Limited are available to the public and may be obtained from the Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3UZ.
As at 31 December 2024, the ultimate controlling party of Kinaxia Limited is DELALV Delaware Holdco, L.L.C., a company registered in Delaware, USA. 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 27