ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

Registered number: 00446417

KNOWLES LOGISTICS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Whitings LLP

Chartered Accountants

Fenland House

15B Hostmoor Avenue

March

Cambridgeshire

PE15 0AX

KNOWLES LOGISTICS LIMITED

COMPANY INFORMATION

Directors	A R Knowles
	A A Knowles
	P A Knowles
	M W Hubbard


Company secretary	A Allebone


Registered number	00446417


Registered office	New Road
	Wimblington
	March
	Cambs
	PE15 0RG


Independent auditors	Whitings LLP
	Fenland House
	15B Hostmoor Avenue
	March
	Cambridgeshire
	PE15 0AX

KNOWLES LOGISTICS LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 3
Directors' Report	4 - 6
Directors' Responsibilities Statement	7
Independent Auditors' Report	8 - 12
Consolidated Statement of Comprehensive Income	13
Consolidated Balance Sheet	14 - 15
Company Balance Sheet	16 - 17
Consolidated Statement of Changes in Equity	18
Company Statement of Changes in Equity	19
Consolidated Statement of Cash Flows	20 - 21
Consolidated Analysis of Net Debt	22
Notes to the Financial Statements	23 - 46

KNOWLES LOGISTICS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors present their strategic report and business review, which includes the principal risks and uncertainties of the business and key performance indicators.

Business review

In 2024, the Knowles Group saw continued growth in both turnover and profitability. This success was fueled by securing new customer contracts and expanding work with existing clients. Furthermore, the acquisition of Masters Logistical Services Limited in October 2022 has continued to deliver synergistic benefits across the group, significantly enhancing financial performance. This positive trend lays a strong foundation for future growth and has been made possible by continued investment across the groups warehousing and transport operations.
As a result of this investment the Directors expect to see positive returns in the next financial year and thereafter. The profit before tax for the year was £4,515,377 (2023 - £3,821,129) and EBIDTA increasingly significantly to £8,738,075 (2023 - £7,674,191) highlighting the impact that increasing depreciation and amortisation charges has had on profits as a result of continued capital investment in the group.
Turnover arising from transport related activities was £44,790,401 (2023 - £38,769,303) and turnover arising from storage, warehouse and handling related activities was £29,739,854 (2023 - £23,574,408) highlighting continued demand for the group’s services.
The group operating profit for the year is £5,243,410 (2023 - £4,635,318).
At the year end net assets had increased from £32,652,201 to £35,658,247. Cash and cash equivalents have increased from £1,279,296 to £3,061,426 which is positive given the significant investment across the group in recent years and following the acquisition of Masters Logistical Services Limited.
Overall, the Directors are pleased with the results and the future prospects of the business and believe they are in an excellent place to further solidify their prominent position in the ambient food and drink logistics sector going forwards.

Page 1

KNOWLES LOGISTICS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties

The industries in which the company operate are inherently risky, the company and its directors seek to minimise risk wherever possible and believe that the systems, processes and general culture limit these risks as far as possible. Below is an outline of the key areas of risk and how the directors seek to mitigate the impact on the Group’s financial performance and operations.
Credit Risk - The Group’s main financial assets include trade debtors, stock, and cash and bank balances. These assets represent the company’s primary exposure to credit risk, which is the risk that a counterparty will fail to meet its obligations, resulting in financial loss to the company. While the Group works with several large and valued customers, it is not reliant on any single one to continue operations. The Group serves a diverse range of industries to ensure that credit risk is both limited and mitigated.
Competitive Risk - The Group operates in a highly competitive industry and faces competition from various sources. This competition may lead to pricing pressure, potentially squeezing profit margins and resulting in the loss of business to other market players. The Directors continually monitor this risk, seeking ways to differentiate the Group from competitors and maintain its strong market position.
Regulation Risk - The Group operates in an industry subject to numerous laws and regulations covering a wide range of matters, including health and safety, employment, and other operational issues. The Group ensures compliance with these regulatory demands, with the Directors and management team maintaining clear communication with all employees on relevant matters.
Finance Risk - For the year ended 31 December 2024, the Group funded its operations through a combination of retained profits, internally generated cash, loans, and asset-backed finance arrangements. The Directors continuously monitor the financial health and liquidity of the business and will continue to explore the best ways to utilize available funding sources to grow and strengthen its position in this competitive industry.
Economic Risk - The fortunes of those operating within the haulage industry are closely aligned with the general economy, making the Group susceptible to adverse economic conditions, especially during recessions. Although the Directors acknowledge this risk, the Group’s core offerings are well diversified to combat it. The Directors continue to monitor macroeconomic issues affecting the haulage industry and the UK economy, including the global supply chain, inflation, and the historically volatile fuel prices. They are satisfied that they have taken reasonable steps to mitigate any adverse impact on the business, as reflected in the current year’s financial performance.

Page 2

KNOWLES LOGISTICS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Financial key performance indicators

The directors consider that the key performance indicators to be turnover, operating profit, profit before tax and cash at bank and in hand. The movements on these key performance indicators are discussed within the business review within this Strategic Report.

Other key performance indicators

The directors actively monitor a range of other key performance indications, including fuel economy and vehicle utilisation.

Directors' statement of compliance with duty to promote the success of the Group

As a Board, we have a legal responsibility under section 172 of the Companies Act 2006 to act in a way we consider, in good faith, would be most likely to promote the success of the company for the benefits of its members as a whole and have a regard to the long term effect of our decisions on the Company, its stakeholders and the environment. How we fulfil this responsibility is outlined within the Directors’ Report.

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

................................................

A A Knowles

Director

Date: 12 May 2025

Page 3

KNOWLES LOGISTICS LIMITED

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.

Results and dividends

The profit for the year, after taxation, amounted to £3,066,046 (2023 - £2,664,375).

Dividends paid in the year on the ordinary £1 shares total £60,000 (2023 - £240,000)
Dividends paid in the year on the 5% cumulative preference shares total £150,000 (2023 - £150,000)
The Directors do not propose the payment of a further dividend in relation to this financial year.

Directors

The directors who served during the year were:

A R Knowles

A A Knowles

P A Knowles

M W Hubbard

Environmental matters

The Group will seek to minimise adverse impacts on the environment from its activities, whilst continuing to address health, safety and economic issues. The Group has complied with all applicable legislation and regulations.
The Group are committed to ensuring their logistics operations are sustainable and progressing towards a
target of Net Zero in its warehousing and transport activities by 2030 and 2045 respectively. Examples of how
the Group are progressing towards these target include;
- The utilisation of solar photovoltaic technology to offest the Group's environmental impact,
- Warehousing operations exclusively powered from green energy grid supply
- Utilisation of rainwater harvesting at all sites to reduce dependency on pumped and treated water sources
- The Group is investing in its fleet to reduce fuel emissions by enhancing the aerodynamic properties of its trailers and incorporating electric-powered vehicles into its motor and truck fleet.

Land and buildings

The directors consider that the market value of freehold land and buildings is in excess of the amount shown in
the accounts. As these assets are used in the company's business and no disposals are envisaged, the excess
at the balance sheet date has not been quantified.

Future developments

The directors are confident that the business is well placed within its industry and with the management team
and colleagues in place to take advantage of opportunities that may arise in the future and continue to grow on
the strong results achieved in recent years.

Page 4

KNOWLES LOGISTICS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Our Colleagues and Community

The directors maintain a close dialogue with the Group's employees regarding all matters concerning the
employees’ working environment within the company; this is achieved through regular and ad hoc meetings of
management and employees.
It is committed to an active policy of equal opportunity from selection and recruitment, through training and
development, appraisal and promotion to retirement. The policy promotes an environment free from
discrimination, harassment and victimisation where all colleagues can receive equal treatment.
The Group has a culture of continuous improvement through investment in people at all levels within the
Group. The Group is committed to pursuing equality and diversity in all its employment activities including
recruitment, training, career development and promotion and ensuring there is no bias or discrimination in the
treatment of people.
In particular, the directors recognise their responsibilities towards disabled persons and do not discriminate
against them either in terms of job offers or career prospects. If employees become disabled, every effort is
made to ensure their continued employment and that appropriate training is arranged as required.

Engagement with suppliers, customers and others

The Group works closely with its valued customers and is recognised by them for their ability to meet
demand, which has been clearly demonstrated through the increase in turnover due to additional work from existing customers and winning contracts with new partners.
The relationships with suppliers are equally important, as without their support the company would be unable to
service its customers effectively. The Group have cultivated a number of longstanding relationships with key
suppliers who are experts in their field in order to ensure we are able to meet the demand of our customer’s year round.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group's greenhouse gas emissions and energy consumption for the year ended 31 December 2024 was 13,385 Tonnes of CO2 emissions (2023 - 13,603 tonnes) and 5,131 thousand kWh (2023 - 5,219 thousand kWh)

1The calculations are based on fuel mix reports provided by the Group energy suppliers.
This equates to 0.37kg CO2/£K’s of Net Assets (2023 - 0.42kg CO2/£K’s of Net Assets).

The Group are committed to ensuring logistics operations are sustainable and progressing towards a target of
Net Zero in Warehousing and Transport by 2030 and 2045 respectively.
We offer HVO, LNG/CNG or Electric solutions to our customers' supply chain models based on their unique
primary and secondary transport flows combined with which alternative fuel technology best suits their operation.
Knowles Logistics are one of the first hauliers in the country to invest in an electric truck with zero emission
capability, demonstrating the Groups commitment as it pushes forward on its road to net zero.
We are actively investing in expanding our green energy production to further offset our environmental impact in
future years.

Page 5

KNOWLES LOGISTICS LIMITED

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 and the Group'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 and the Group's auditors are aware of that information.

Auditors

The auditors, Whitings LLP, will 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.

................................................

A A Knowles

Director

Date: 12 May 2025

Page 6

KNOWLES LOGISTICS LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group 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 for the Group's financial statements and then apply them consistently;

∙make judgments 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;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 7

KNOWLES LOGISTICS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KNOWLES LOGISTICS LIMITED

Opinion

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

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of 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 Auditors' 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 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 Group's or the parent 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.

Page 8

KNOWLES LOGISTICS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KNOWLES LOGISTICS LIMITED (CONTINUED)

Other information

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

We have nothing to report in this regard.

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 Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 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.

Page 9

KNOWLES LOGISTICS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KNOWLES LOGISTICS LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 7, 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.

Page 10

KNOWLES LOGISTICS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KNOWLES LOGISTICS LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

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

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

•We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the most significant are those that relate to the reporting frameworks (FRS 102 and Companies Act 2006) and the relevant tax compliance regulations in the jurisdictions in which the Group operates;
•We communicated relevant 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;
•We enquired of management and those charged with governance, concerning the Group's policies and procedures relating to:
-the identification, evaluation and compliance with laws and regulations; and
-the detection and response to the risks of fraud.
•We enquired of management and those charged with governance, whether they were aware of any instances of non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud;
•In addition, we concluded that there are certain specific laws and regulations that may have an effect on the determination of amounts and disclosures in the financial statements and those laws and regulations relating to health and safety, employment and other operating issues, in particular the Goods Vehicles (Licensing of Operators) Act 1995.
•We corroborated the results of our enquires to relevant supporting documentation;
•We assessed the susceptibility of the Group's financial statements to material misstatement, including how fraud might occur and the risk of management override of controls. Audit procedures performed by the engagement team included:
-evaluation of the programmes and controls established to address the risks related to irregularities and fraud;
-testing journal entries, in particular journal entries relating to management estimates and entries determined to be large or relating to unusual transactions;
-challenging assumptions and judgements made by management in its significant accounting estimates;
-identifying and testing related party transactions.
These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.

Page 11

KNOWLES LOGISTICS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF KNOWLES LOGISTICS LIMITED (CONTINUED)

The engagement partner's assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's:
-understanding of, and practical experience with audit engagements of a similar nature and complexity through appropriate training and participation;
-knowledge of the industry in which the client operates;
-understanding of the legal and regulatory requirements specific to the Group including:
-the provisions of the applicable legislation;
-the regulators' rules and related guidance, including guidance issued by relevant authorities that interprets those rules;
-the applicable statutory provisions.
In assessing the potential risks of material misstatement, we obtained an understanding of:
-the Group's operations, including the nature of its revenue sources and of its objectives and strategies to understand the classes of transactions, account balances, expected financial statement disclosures and business risks that may result in risks of material misstatement;
-the applicable statutory provisions;
-the Group's control environment, including the policies and procedures implemented to comply with the requirements of its regulator, the adequacy of procedures for authorisation of transactions, internal review procedures over the Group's compliance with regulatory requirements.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Andrew Band BA FCA (Senior Statutory Auditor)

for and on behalf of

Whitings LLP

Chartered Accountants & Statutory Auditor
Fenland House

15B Hostmoor Avenue

March

Cambridgeshire

PE15 0AX

12 May 2025

Page 12

KNOWLES LOGISTICS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	74,992,692	63,090,097
Cost of sales		(38,970,983)	(29,988,880)
Gross profit		36,021,709	33,101,217
Administrative expenses		(30,799,689)	(28,479,044)
Other operating income	5	21,390	13,143
Operating profit	6	5,243,410	4,635,316
Interest receivable and similar income	10	48,479	9,748
Interest payable and similar expenses	11	(876,512)	(823,935)
Profit before tax		4,415,377	3,821,129
Tax on profit	12	(1,349,331)	(1,156,754)
Profit for the financial year		3,066,046	2,664,375

Profit for the year attributable to:
Owners of the parent company	(3,066,046)	(2,664,375)
	(3,066,046)	(2,664,375)

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

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

The notes on pages 23 to 46 form part of these financial statements.

Page 13

KNOWLES LOGISTICS LIMITED

REGISTERED NUMBER: 00446417

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	15		3,536,077		3,992,387
Tangible assets	16		42,879,704		40,635,366
Investments	17		46,440		46,440
			46,462,221		44,674,193
Current assets
Stocks	18	141,001		194,082
Debtors	19	15,901,451		17,049,262
Cash at bank and in hand	20	3,061,426		1,279,296
		19,103,878		18,522,640
Creditors: amounts falling due within one year	21	(16,608,569)		(15,194,033)
Net current assets			2,495,309		3,328,607
Total assets less current liabilities			48,957,530		48,002,800
Creditors: amounts falling due after more than one year	22		(11,361,456)		(13,774,560)
Provisions for liabilities
Deferred tax	24	(1,937,827)		(1,576,039)
			(1,937,827)		(1,576,039)
Net assets			35,658,247		32,652,201

Page 14

KNOWLES LOGISTICS LIMITED

REGISTERED NUMBER: 00446417

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Capital and reserves
Called up share capital	26	5,005,000	5,005,000
Capital redemption reserve	27	5,000	5,000
Profit and loss account	27	30,648,247	27,642,201
		35,658,247	32,652,201

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

................................................

A A Knowles

Director

Date: 12 May 2025

The notes on pages 23 to 46 form part of these financial statements.

Page 15

KNOWLES LOGISTICS LIMITED

REGISTERED NUMBER: 00446417

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	16		42,218,125		40,481,714
Investments	17		6,783,892		6,783,892
			49,002,017		47,265,606
Current assets
Stocks	18	141,001		194,082
Debtors	19	15,369,615		16,426,306
Cash at bank and in hand	20	2,377,461		479,872
		17,888,077		17,100,260
Creditors: amounts falling due within one year	21	(19,063,546)		(16,750,030)
Net current (liabilities)/assets			(1,175,469)		350,230
Total assets less current liabilities			47,826,548		47,615,836

Creditors: amounts falling due after more than one year	22		(10,969,114)		(13,774,560)
Provisions for liabilities
Deferred taxation	24	(1,766,644)		(1,544,205)
			(1,766,644)		(1,544,205)
Net assets excluding pension asset			35,090,790		32,297,071
Net assets			35,090,790		32,297,071

Page 16

KNOWLES LOGISTICS LIMITED

REGISTERED NUMBER: 00446417

COMPANY BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

	2024	2023
Note	£	£

Capital and reserves
Called up share capital	26		5,005,000		5,005,000
Capital redemption reserve	27		5,000		5,000
Profit and loss account brought forward		27,287,071		25,216,544
Profit for the year		2,853,719		2,310,527
Dividends paid		(60,000)		(240,000)
Profit and loss account carried forward			30,080,790		27,287,071
			35,090,790		32,297,071

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

................................................

A A Knowles

Director

Date: 12 May 2025

The notes on pages 23 to 46 form part of these financial statements.

Page 17

KNOWLES LOGISTICS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Capital redemption reserve	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	£	£	£	£	£
At 1 January 2023	5,005,000	5,000	25,217,826	30,227,826	30,227,826
Comprehensive income for the year
Profit for the year	-	-	2,664,375	2,664,375	2,664,375
Total comprehensive income for the year	-	-	2,664,375	2,664,375	2,664,375
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(240,000)	(240,000)	(240,000)
Total transactions with owners	-	-	(240,000)	(240,000)	(240,000)

At 1 January 2024	5,005,000	5,000	27,642,201	32,652,201	32,652,201
Comprehensive income for the year
Profit for the year	-	-	3,066,046	3,066,046	3,066,046
Total comprehensive income for the year	-	-	3,066,046	3,066,046	3,066,046
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(60,000)	(60,000)	(60,000)
Total transactions with owners	-	-	(60,000)	(60,000)	(60,000)
At 31 December 2024	5,005,000	5,000	30,648,247	35,658,247	35,658,247

The notes on pages 23 to 46 form part of these financial statements.

Page 18

KNOWLES LOGISTICS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	5,005,000	5,000	25,216,544	30,226,544
Comprehensive income for the year
Profit for the year	-	-	2,310,527	2,310,527
Total comprehensive income for the year	-	-	2,310,527	2,310,527
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(240,000)	(240,000)
Total transactions with owners	-	-	(240,000)	(240,000)

At 1 January 2024	5,005,000	5,000	27,287,071	32,297,071
Comprehensive income for the year
Profit for the year	-	-	2,853,719	2,853,719
Total comprehensive income for the year	-	-	2,853,719	2,853,719
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(60,000)	(60,000)
Total transactions with owners	-	-	(60,000)	(60,000)
At 31 December 2024	5,005,000	5,000	30,080,790	35,090,790

The notes on pages 23 to 46 form part of these financial statements.

Page 19

KNOWLES LOGISTICS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Profit for the financial year	3,066,046	2,664,375
Adjustments for:
Amortisation of intangible assets	456,310	456,310
Depreciation of tangible assets	3,038,355	3,089,503
Loss on disposal of tangible assets	(35,192)	(111,195)
Interest paid	876,512	823,935
Interest received	(48,479)	(9,748)
Taxation charge	1,349,330	1,156,754
Decrease/(increase) in stocks	53,081	(48,686)
Decrease/(increase) in debtors	973,183	(4,286,085)
Increase in creditors	234,062	2,013,925
Corporation tax (paid)	(167,595)	(85,169)
Net cash generated from operating activities	9,795,613	5,663,919

Cash flows from investing activities
Purchase of intangible fixed assets	-	(157,724)
Purchase of tangible fixed assets	(5,397,737)	(1,832,485)
Sale of tangible fixed assets	150,236	575,615
Purchase of unlisted and other investments	-	(10,000)
Interest received	48,479	9,748
HP interest paid	(260,482)	(230,102)
Net cash from investing activities	(5,459,504)	(1,644,948)
Cash flows from financing activities
Repayment of loans	(533,333)	(603,333)
Repayment of/new finance leases	(1,344,616)	(1,995,016)
Dividends paid	(60,000)	(240,000)
Interest paid	(616,030)	(593,833)
Net cash used in financing activities	(2,553,979)	(3,432,182)
Net increase in cash and cash equivalents	1,782,130	586,789
Cash and cash equivalents at beginning of year	1,279,296	692,507
Cash and cash equivalents at the end of year	3,061,426	1,279,296

Cash and cash equivalents at the end of year comprise:

Page 20

KNOWLES LOGISTICS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

		2024	2023
		£	£

Cash at bank and in hand	3,061,426	1,279,296
	3,061,426	1,279,296

The notes on pages 23 to 46 form part of these financial statements.

Page 21

KNOWLES LOGISTICS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	New finance leases	At 31 December 2024
£	£	£	£

Cash at bank and in hand	1,279,296	1,782,130	-	3,061,426
Debt due after 1 year	(9,555,556)	533,334	-	(9,022,222)
Debt due within 1 year	(1,097,312)	28,978	-	(1,068,334)
Finance leases	(6,668,349)	2,662,316	(1,317,701)	(5,323,734)
	(16,041,921)	5,006,758	(1,317,701)	(12,352,864)

The notes on pages 23 to 46 form part of these financial statements.

Page 22

KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Knowles Logistics Limited is a private company limited by shares incorporated in England and Wales, registration number 00446417. The registered office is New Road, Wimblington, March, Cambs, PE15 0RG.

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 23

KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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 Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.4

Operating leases: the Group as lessee

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

2.5

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

2.6

Interest income

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

Page 24

KNOWLES LOGISTICS LIMITED

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

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

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 and the Group operate and generate 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;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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

Page 25

KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other 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.

Page 26

KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.11

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.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using straight-line and reducing balance methods..

Depreciation is provided on the following basis:

Freehold property	-	4% straight line (cost less residual value)
Improvements to long leasehold property	-	20% straight line
Plant and machinery	-	33% straight line, 25% straight line, 25% reducing balance, 20% straight line, 10% straight line
Motor vehicles and trailers	-	25% reducing balance
Fixtures and fittings	-	33% reducing balance

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.

2.12

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to
determine whether there is any indication that the assets are impaired. Where there is any indication
that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the
asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount
by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the
higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed
at each balance sheet date to assess whether there is any indication that the impairment losses
recognised in prior periods may no longer exist or may have decreased.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 27

KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.14

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.

2.15

Debtors

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

2.16

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.17

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.

2.18

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

2.19

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.

Page 28

KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.20

Financial instruments

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

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Balance Sheet when the Group 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

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 Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

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.

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

Page 29

KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.20

Financial instruments (continued)

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled.

Page 30

KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.21

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.

2.22

Pensions

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 payments obligations.
The contributions are recognised as an expense in the Profit and loss account 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.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgments and estimates. The items in the financial statements where these judgments and estimates have been made include:
Depreciation - as disclosed in account policy 2.11 'Tangible fixed assets' the group makes an estimation of each tangible fixed assets useful life and respective residual value. Depreciation is then charged to the Statement of comprehensive income over this useful life to reflect the reduction in value. Depreciation charged during the year is disclosed in note 16.
Amortisation - as disclosed in account policy 2.10 'Intangible fixed assets' the group makes an estimation of each intangible fixed assets useful life and respective residual value. Amortisation is then charged to the Statement of comprehensive income over this useful life to reflect the reduction in value. In respect of goodwill, if a reliable estimate of the underlying investments useful life cannot be determined then the useful life of the associated goodwill will not exceed 10 years. Amortisation charged during the year is disclosed in note 15.
Goodwill - Goodwill in the consolidated accounts represents the difference between purchase consideration and the value of the subsidiary's net assets acquired.
Investments - Investments are classified as fixed or current depending on the Group's intention for the underlying asset. Investments in subsidiaries are measured at cost less accumulated impairment. Investments are reviewed on an annual basis for indicators of impairment.

Turnover

The whole of the turnover is attributable to haulage contracting, handling and storage.

All turnover arose within the United Kingdom.

Page 31

KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

5.	Other operating income
		2024	2023
		£	£

Sundry income	21,390	13,143
	21,390	13,143

	Depreciation on tangible fixed assets	3,038,355	3,089,503
	Amortisation of intangible fixed assets including goodwill	456,310	456,310

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements	18,000	17,295
Fees payable to the Company's auditors and their associates in respect of:
The auditing of accounts of associates of the Company	12,425	11,930
Taxation compliance services	2,490	2,390
All non-audit services not included above	17,000	12,385

Page 32

KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Wages and salaries	28,416,930	23,469,611	27,277,656	22,418,748
Social security costs	1,943,817	1,806,473	1,943,817	1,806,473
Cost of defined contribution scheme	478,890	342,359	469,067	332,193
	30,839,637	25,618,443	29,690,540	24,557,414

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

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Employees	560	518	531	487
Directors	4	4	4	4

	564	522	535	491

9.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	870,440	1,164,564
Company contributions to defined contribution pension schemes	4,792	4,623
	875,232	1,169,187

	During the year retirement benefits were accruing to 1 director (2023 - 1) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £408,469 (2023 - £921,392).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2023 - £NIL).

Page 33

KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.	Interest receivable
		2024	2023
		£	£

	Other interest receivable	48,479	9,748
		48,479	9,748

11.	Interest payable and similar expenses
		2024	2023
		£	£

Bank interest payable	461,240	443,833
Other loan interest payable	4,790	-
Preference share dividends	150,000	150,000
Finance leases and hire purchase contracts	260,482	230,102
	876,512	823,935

Corporation tax
Current tax on profits for the year	987,542	255,122
	987,542	255,122

Total current tax	987,542	255,122

Deferred tax
Origination and reversal of timing differences	361,789	901,632
Total deferred tax	361,789	901,632


	Taxation on profit on ordinary activities	1,349,331	1,156,754

Page 34

KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Taxation (continued)

Profit on ordinary activities before tax

4,415,378

3,821,128

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	1,103,845	955,282
Effects of:
Non-tax deductible amortisation of goodwill and impairment	114,078	114,077
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	48,900	46,093
Capital allowances for year in excess of depreciation	(172,925)	188,878
Utilisation of tax losses	(116,050)	(1,044,881)
Changes in provisions leading to an increase (decrease) in the tax charge	(1,456)	1,825
Unrelieved tax losses carried forward	-	116,050
Other differences leading to an increase (decrease) in the tax charge	11,151	(6,152)
Origination and reversal of timing differences	361,788	785,582
Total tax charge for the year	1,349,331	1,156,754

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

13.	Dividends
		2024	2023
		£	£

Dividends paid in the year on the ordinary £1 shares	60,000	240,000
Dividends paid in the year on the 5% cumulative preference shares	150,000	150,000
	210,000	390,000

Page 35

KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £2,853,719 (2023 - £2,310,527).

15.	Intangible assets
	Group and Company

		Goodwill
		£
	Cost
	At 1 January 2024	4,621,222
	At 31 December 2024	4,621,222
	Amortisation
	At 1 January 2024	628,835
	Charge for the year on owned assets	456,310
	At 31 December 2024	1,085,145
	Net book value
	At 31 December 2024	3,536,077
	At 31 December 2023	3,992,387

Page 36

KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Tangible fixed assets
	Group

	Freehold property	Long-term leasehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Total
	£	£	£	£	£	£
Cost or valuation
At 1 January 2024	36,068,596	89,969	9,681,592	15,605,268	195,751	61,641,176
Additions	2,469,352	-	682,667	2,179,191	66,528	5,397,738
Disposals	-	-	-	(290,426)	-	(290,426)
At 31 December 2024	38,537,948	89,969	10,364,259	17,494,033	262,279	66,748,488
Depreciation
At 1 January 2024	3,836,373	89,969	7,892,272	9,013,141	174,055	21,005,810
Charge for the year on owned assets	311,005	-	425,799	277,012	15,583	1,029,399
Charge for the year on financed assets	-	-	154,398	1,854,558	-	2,008,956
Disposals	-	-	-	(175,381)	-	(175,381)
At 31 December 2024	4,147,378	89,969	8,472,469	10,969,330	189,638	23,868,784
Net book value
At 31 December 2024	34,390,570	-	1,891,790	6,524,703	72,641	42,879,704
At 31 December 2023	32,232,223	-	1,789,319	6,592,128	21,696	40,635,366

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2024	2023
	£	£


Plant and machinery	660,979	529,405
Motor vehicles	5,694,701	5,772,300
	6,355,680	6,301,705

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KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.Tangible fixed assets (continued)

	Company

	Freehold property	Plant and machinery	Motor vehicles	Total
	£	£	£	£
Cost or valuation
At 1 January 2024	36,068,596	9,108,460	15,254,261	60,431,317
Additions	2,469,352	435,425	1,843,791	4,748,568
Disposals	-	-	(214,387)	(214,387)
At 31 December 2024	38,537,948	9,543,885	16,883,665	64,965,498
Depreciation
At 1 January 2024	3,836,373	7,400,632	8,712,598	19,949,603
Charge for the year on owned assets	311,005	407,047	264,661	982,713
Charge for the year on financed assets	-	128,766	1,808,715	1,937,481
Disposals	-	-	(122,424)	(122,424)
At 31 December 2024	4,147,378	7,936,445	10,663,550	22,747,373
Net book value
At 31 December 2024	34,390,570	1,607,440	6,220,115	42,218,125
At 31 December 2023	32,232,223	1,707,827	6,541,664	40,481,714

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2024	2023
	£	£


Plant and machinery	386,298	529,405
Motor vehicles	5,426,144	5,745,985
	5,812,442	6,275,390

Page 38

KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Fixed asset investments
	Group

	Unlisted investments	Other fixed asset investments	Total
	£	£	£
Cost or valuation
At 1 January 2024	36,440	10,000	46,440
At 31 December 2024	36,440	10,000	46,440

	Company

	Investments in subsidiary companies	Unlisted investments	Other fixed asset investments	Total
	£	£	£	£
Cost or valuation
At 1 January 2024	6,763,892	10,000	10,000	6,783,892
At 31 December 2024	6,763,892	10,000	10,000	6,783,892

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Principal activity	Class of shares	Holding

	Masters Logistical Services Limited	Freight transport and logistics	Ordinary	100%
	Hubpartners Limited	Dormant	Ordinary	100%

Page 39

KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.	Stocks
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Raw materials and consumables	141,001	194,082	141,001	194,082
	141,001	194,082	141,001	194,082

The difference between purchase price or production cost of stocks and their replacement cost is not material.

19.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£

Due after more than one year
Prepayments and accrued income	367,000	381,000	367,000	381,000
	367,000	381,000	367,000	381,000
Due within one year
Trade debtors	13,132,694	13,524,574	12,482,194	12,942,767
Amounts owed by group undertakings	-	-	115,063	23,568
Other debtors	557,131	731,759	555,731	731,759
Prepayments and accrued income	1,844,626	2,411,929	1,849,627	2,347,212
	15,901,451	17,049,262	15,369,615	16,426,306

20.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Cash at bank and in hand	3,061,426	1,279,296	2,377,461	479,872
	3,061,426	1,279,296	2,377,461	479,872

Page 40

KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Bank loans	533,333	533,333	533,333	533,333
Trade creditors	7,876,482	5,696,200	7,544,059	5,498,409
Amounts owed to group undertakings	-	-	3,190,517	2,217,873
Corporation tax	815,636	170,315	785,411	-
Other taxation and social security	1,492,813	2,241,095	1,352,798	2,087,513
Obligations under finance lease and hire purchase contracts	2,984,499	3,066,011	2,849,657	3,061,688
Other creditors	1,151,666	1,180,644	1,148,238	1,176,572
Accruals and deferred income	1,754,140	2,306,435	1,659,533	2,174,642
	16,608,569	15,194,033	19,063,546	16,750,030

Disclosure of the terms and conditions attached to the non-equity shares is made in note 26.

The following liabilities were secured:
	Group	Group	Company	Company
	2024	2023	2024	2023
	£	£	£	£

Bank loans	533,333	533,333	533,333	533,333
Obligations under finance lease and hire purchase contracts	2,984,499	3,066,011	2,849,657	3,061,688
	3,517,832	3,599,344	3,382,990	3,595,021

Details of security provided:

The bank have fixed and floating charges over the company's assets in respect of the bank loans in place.
Net obligations under finance leases and hire purchase contracts are secured on the assets to which they
relate.

Page 41

KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

22.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Bank loans	6,022,222	6,555,556	6,022,222	6,555,556
Net obligations under finance leases and hire purchase contracts	2,339,234	3,602,338	1,946,892	3,602,338
Other creditors	-	616,666	-	616,666
Share capital treated as debt	3,000,000	3,000,000	3,000,000	3,000,000
	11,361,456	13,774,560	10,969,114	13,774,560

Disclosure of the terms and conditions attached to the non-equity shares is made in note 26.

The following liabilities were secured:
	Group	Group	Company	Company
	2024	2023	2024	2023
	£	£	£	£


Bank loans	6,022,222	6,555,556	6,022,222	6,555,556
Net obligations under finance leases and hire purchase contracts	2,339,234	3,602,338	1,946,892	3,602,338
	8,361,456	10,157,894	7,969,114	10,157,894

Details of security provided:

The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
	Group	Group	Company	Company
	2024	2023	2024	2023
	£	£	£	£


Repayable other than by instalments	3,000,000	3,000,000	3,000,000	3,000,000
	3,000,000	3,000,000	3,000,000	3,000,000

During 2016 the parent company allotted and issued 3,000,000 5% cumulative preference shares of £1 each.
The preference shares carry the right to a fixed cumulative preferential dividend at the rate of 5% per
annum.

Page 42

KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

23.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Within one year	2,984,499	3,066,011	2,849,657	3,061,688
Between 1-5 years	2,339,234	3,602,338	1,946,892	3,602,338
	5,323,733	6,668,349	4,796,549	6,664,026

24.	Deferred taxation
	Group

		2024
		£

	At beginning of year	(1,576,039)
	Charged to profit or loss	(361,788)
	At end of year	(1,937,827)

Company

		2024
		£

	At beginning of year	(1,544,205)
	Charged to profit or loss	(222,439)
	At end of year	(1,766,644)

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£

Accelerated capital allowances	(1,938,339)	(1,693,983)	(1,767,156)	(1,662,149)
Tax losses carried forward	-	116,050	-	116,050
Pension surplus	512	1,894	512	1,894
	(1,937,827)	(1,576,039)	(1,766,644)	(1,544,205)

Page 43

KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

25.	Financial instruments
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Financial assets
	Financial assets measured at fair value through profit or loss	3,061,426	1,279,296	2,377,461	479,872

Financial assets measured at fair value through profit or loss comprise of cash and cash equivalents.

Authorised, allotted, called up and fully paid

2,452,450 (2023 - 2,452,450) Ordinary A shares of £1 each -	2,452,450	2,452,450
2,552,550 (2023 - 2,552,550) Ordinary B shares of £1 each -	2,552,550	2,552,550

	5,005,000	5,005,000

	2024	2023
	£	£
Shares classified as debt

Authorised, allotted, called up and fully paid

3,000,000 (2023 - 3,000,000) 5% Cumulative preference shares shares of £1.00 each	3,000,000	3,000,000

Ordinary shares confer the right to attend and vote at members meetings and to vote on members written resolutions with one vote per share on a poll and one vote each on a show of hands. The ordinary A shares and the ordinary B shares shall rank equally in all respects save that the holders of a majority of the ordinary A shares have the right to appoint a director and the holders of a majority of the ordinary B shares have the right to appoint two directors.
Preference shares carry the right to a cumulative preferential dividend at the rate of 5% per year together with the imputed tax credit. The shares carry no right to vote except if the dividend is in arrears for more than six months or on any resolution for the winding up of the company or on any resolution for the purchase by the company of its own shares or on any proposition which abrogates or varies the special rights and privileges attached to the shares.

Page 44

KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

27.

Reserves

Capital redemption reserve

Includes the nominal value of shares repurchased by the company.

Profit and loss account

Includes all current and prior year retained profit and losses, less dividends paid.

28.	Capital commitments
	At 31 December 2024 the Group and Company had capital commitments as follows:
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Contracted for but not provided in these financial statements	734,111	333,131	637,641	56,881
		734,111	333,131	637,641	56,881

29.	Pension commitments

The group operates defined contributions schemes for its directors and some of its employees. The directors schemes are self-administered arrangements, to which there is no liability to fully fund. The assets of the schemes are held separately from those of the group in independently administered funds. Contributions paid to the scheme by the group during the year amounted to £345,901 (2023 - £336,948). Contributions payable to the funds at the balance sheet date totalled £8,188 (2023 - £21,669).

30.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£	£

Not later than 1 year	28,047	24,797
Later than 1 year and not later than 5 years	12,395	1,102
	40,442	25,899

31.	Transactions with directors

Transactions with directors are disclosed in note 32.

Page 45

KNOWLES LOGISTICS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

32.

Related party transactions

Related party transactions that have place between wholly owned members of the group have not been disclosed under the exemption provided by paragraph 33.1A of FRS 102.
At the year end amounts owed to three (2023: three) of the directors on their current accounts totalled £50,694 (2023: £559,906) and is included within other creditors.
Key management personnel remuneration for the year totalled £865,648 (2023: £1,159,942).

33.	Controlling party

The controlling party is considered to be A A Knowles by virtue of a majority shareholding which changed from P A Knowles on 12 February 2024.

Page 46