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

The company continues to provide central management resource to its subsidiaries. Going forward the company will provide marketing and management support to enable the subsidiaries to grow their customer bases and further support activities in these businesses.

The company has not granted any securities to any of its subsidiaries and this limits the risk to which the company is exposed.

On behalf of the board

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

The principal activity of the company continued to be that of a holding company for a group operating internationally in warehousing, distribution and related software development. The company is based in Daventry, UK.

The company was established to provide direction and management support to subsidiary businesses, to co-ordinate sales and marketing activities and to act as a central point of funding in conjunction with Sadita (UK) Limited ('immediate parent') and Sadita Holding Company W.L.L. ('ultimate parent'). The company has not prepared consolidated accounts due to a number of matters arising from the acquisition in the prior year of the business based in the USA.

As this is a holding company, there are no specific key performance indicators.

The results for the year are set out on page 10.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Going Concern

The company is an indirect subsidiary of Sadita Holding Company W.L.L (the 'ultimate parent'), an international group. The company's liquidity is managed centrally by Fidelity Fulfilment Holding Company Ltd through a combination of share capital and intercompany loans.

The directors have reviewed the Group forecasts to 31 December 2027 and remain confident in the company’s prospects.  Sensitivity analyses have been undertaken, including the potential failure to achieve planned revenue targets and cost savings, and the directors are satisfied these address all reasonably foreseeable events and circumstances relevant to the company.

Group revenue grew strongly in 2024, supported by a healthy open deals pipeline. Losses are expected in 2025 as the business continues to invest in infrastructure and the development of its proprietary software.  This investment profile is consistent with the company’s three-year strategy and expectations for long-term growth.

The company has the full support of its ultimate parent, which has confirmed it will provide financial backing for at least 12 months from the date of approval of these financial statements. The parent group continues to trade profitably with a strong balance sheet and sufficient liquidity to meet obligations. 

On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis.

TC Group were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The directors are responsible for preparing the annual 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 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 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Adverse opinion

We were engaged to audit the financial statements of Fidelity Fulfilment Holding Company Limited (the 'company') for the period ended 31 December 2024 which comprise the statement of comprehensive income, statement of financial position, statement of changes in equity, 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion, because of the significance of the matter described in the basis for adverse opinion section of our report, the financial statements do not give a true and fair view of the state of the consolidated group’s affairs as at 31 December 2024 and of the group’s consolidated performance and cash flows for the year then ended; have not been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and have not been prepared in accordance with the requirements of the Companies Act 2006.

In our opinion, except for the effects of the matter described in the basis for the adverse opinion section of our report, the parent company financial statements:

• give a true and fair view of the state of the parent company's affairs as at 31 December 2024 and of the parent company’s 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 adverse opinion

The company has a number of subsidiary undertakings, as detailed in note 5, and is required to prepare consolidated financial statements under section 399 of the Companies Act 2006. Due to difficulties in obtaining access to the financial records of one of the subsidiary undertakings for the period ended 31 December 2023, the decision has been taken not to prepare consolidated financial statements for both the 2023 and 2024 reporting periods. The financial statements therefore present information about the parent company only and not its group.

Had consolidated financial statements been prepared, many elements of the accompanying financial statements would have been materially affected and additional primary statements reporting results of the group would have been included. The effects of the failure to prepare consolidated financial statements have not been determined. In addition, the directors’ report and strategic report do not consider the effects of the failure to prepare consolidated results for the company and its subsidiary undertakings.

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's 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 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 adverse opinion.

Other information

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

As described in the basis for adverse opinion section of our report, the financial statements have not been consolidated due to financial information being unavailable for 2023 for the US subsidiary. We have concluded that the other information is materially misstated for the same reason with respect to the amounts or other items in the annual report affected by failure to consolidate the subsidiary.

Opinions on other matters prescribed by the Companies Act 2006

The group has not prepared consolidated accounts because it has been unable to access financial information for one of its subsidiaries. Therefore investments have been accounted for on cost basis. Under FRS102, the parent company should have prepared consolidated accounts. Had the subsidiaries been consolidated, many elements of the accompanying consolidated financial statements would have been materially affected. The effects on the financial statements of the failure to consolidate have not been determined. Our opinion on the parent company financial statements is also qualified for this matter as the failure to consolidate all subsidiaries is a departure from the requirements of FRS102 and the Companies Act 2006. In addition, the directors' report and strategic report do not consider the effects of the failure to consolidate the subsidiaries.

Because of the significance of the matter described in the basis for adverse opinion section of our report, in our opinion, based on the work undertaken in the course of our audit:

• the strategic report has not been prepared in accordance with applicable legal requirements

Except for the effects of the matter described in the basis for adverse opinion section of our report, in our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the director' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors' report has been prepared in accordance with applicable legal requirements

As a result of the matter described in the basis for adverse opinion section of our report, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have identified material misstatements in the strategic report and the directors' report.

As explained more fully in the directors' responsibilities statement, 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.

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

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

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

• We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

• We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

• We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;

• We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

• We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Fidelity Fulfilment Holding Company Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 1, Orion Close, Mustang Park, Daventry, Northamptonshire, NN11 8NW.

In these accounts the prior period is 16 August 2022 to 31 December 2023, therefore the numbers are not entirely comparable.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is an indirect subsidiary of Sadita Holding Company W.L.L (the 'ultimate parent'), an international group. The company's liquidity is managed centrally by Fidelity Fulfilment Holding Company Ltd through a combination of share capital and intercompany loans.true

The directors have reviewed the Group forecasts to 31 December 2027 and remain confident in the company’s prospects.  Sensitivity analyses have been undertaken, including the potential failure to achieve planned revenue targets and cost savings, and the directors are satisfied these address all reasonably foreseeable events and circumstances relevant to the company.

Group revenue grew strongly in 2024, supported by a healthy open deals pipeline. Losses are expected in 2025 as the business continues to invest in infrastructure and the development of its proprietary software.  This investment profile is consistent with the company’s three-year strategy and expectations for long-term growth.

The company has the full support of its ultimate parent, which has confirmed it will provide financial backing for at least 12 months from the date of approval of these financial statements. The parent group continues to trade profitably with a strong balance sheet and sufficient liquidity to meet obligations. 

On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

Impairment

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

When it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or group of assets.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Valuation of investments

The company holds a significant investment in a number of undertakings in which the company has a participating interest, including additional loans to these companies. The directors have made a critical judgement and assessed the valuation of the investments for impairment. The directors do not believe an impairment charge is required.

The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.

The average monthly number of persons (including directors) employed by the company during the year was:

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 31 December 2024 are as follows:

Included within other creditors is an amount of £636,285 in respect of deferred consideration.

During the year, Fidelity Fulfilment Holding Company Limited made sales totalling £487,001.33 (2023: £40,823) and made payments totalling £1,067,378.17 (2023: £771,580) to Make or Buy Groep BV, a subsidiary company. The company also made purchases totalling £0 (2023: £416,601) and received interest totalling £162,593.00 (2023: £41,707) and received amounts totalling £50,799.50 (2023:£45,015) from Make or Buy Groep BV.

Included within the amounts owed by group undertakings is an amount of £2,590,059 (2023: £1,491,692) due from Make or Buy Groep BV.

During the year, Fidelity Fulfilment Holding Company Limited paid interest of £1,022,255 (2023:£667,202) and received loans totalling £2,036,155 (2023: £4,941,479) from Sadita (UK) Limited, its parent company.

Included within the amounts owed to group undertakings (due within one year) is an amount of £125,129 (2023: £11,000,995) due to Sadita (UK) Limited, the parent company. During the year Sadita (UK) Ltd converted £16,926,155 of debt to equity.

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

On 13 September 2022, a subsidiary of Sadita Holding Company W.L.L., Sadita (UK) Limited acquired 49% of the share capital of Fidelity Fulfilment Holding Company Limited. While this represents a minority ownership, the directors consider Sadita (UK) Limited to be the immediate parent due to Sadita (UK) Limited being a key funding source and a controlling influence over the company's affairs.

Therefore, despite the 49% ownership, the directors have concluded that Sadita (UK) Limited has control over Fidelity Fulfilment Holding Company Limited, and accordingly, Fidelity Fulfilment Holding Company Limited is considered a subsidiary of Sadita (UK) Limited. Sadita (UK) Limited is itself a subsidiary of a Sadita Holding Company W.L.L., which is the ultimate parent company.

The company's ultimate parent is Sadita Holding Company W.L.L., a company incorporated in Kuwait. This company heads the largest group in which the results of the company are included. The consolidated financial statements of this company are available to the public and may be obtained from Sadita Holding Company W.L.L., Kuwait City - Fahad Al Salem Street - Al John Center - P.O. Box 26332, State of Kuwait.