REGISTERED NUMBER: 01439705 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2024

for

SW Group Logistics Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

Mrs P Knox

R I Knox

C Knox

G Causer

SECRETARY:

Mrs P Knox

REGISTERED OFFICE:

S W Group Logistics Limited

Unit 6

Cheney Manor

Swindon

Wiltshire

SN2 2QJ

REGISTERED NUMBER:

01439705 (England and Wales)

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

BUSINESS STRATEGY

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and non-complex nature of our business and is written in the context of the risks and uncertainties we face.

The company continues to provide logistics support to third parties with the main focus of the business on haulage, warehouse and fulfilment services. Properties owned or leased by the company are used to earn rental income.

The group includes the recruitment company 911 Staffing Limited. This company assists the group by providing recruitment support for transport and logistics staff as and when necessary.

REVIEW OF BUSINESS

2024 has been a challenging but pivotal year for SW Group Logistics. Following the loss of two major contracts in 2023, the company took deliberate action to restructure, reduce overheads, and position itself for long-term operational stability.

Despite a 7% decrease in sales in the year, the company made strategic investments in new vehicles and trailers, as well as digital infrastructure (R2C and Samsara). Additionally, the business incurred a financial impact due to redundancy costs and planning expenses for a proposed new warehouse build on company-owned land at Chelworth Industrial Estate.

Despite these short-term financial pressures, the business is now more streamlined and operationally prepared for recovery and growth in 2025.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors have identified the following principal risks and uncertainties affecting the Group:

Loss of key customers

Following the loss of two major contracts, the Group went through a period of restructuring to streamline departments and reduce ongoing costs. Short-term restructuring costs affected 2024 profitability due to incurring additional costs in relation to redundancies and associated legal advice. Cost savings made in future periods can then be reinvested into upskilling the current workforce and improve efficiencies. The Group continues to review the mix of revenue streams to ensure an appropriate sales diversification strategy is in place.

Price risk

Rising labour, energy and regulatory costs remain a key threat to the profitability of the Group. Following restructuring in the year, the labour cost element has been reduced for future periods. Increases to employment taxes, vehicle duty and reduced allowances available to businesses continue to be monitored by management.

Construction risk

The Group has plans to develop on company owned land at Chelworth Industrial Estate. This is still in the early planning stages, however potential delays or overruns could have a cost impact to the business. The expansion aims to future-proof capacity and increase flexibility in high-demand periods. This continues to be reviewed by management to ensure any future planning developments are carefully timed against potential growth opportunities.

FUTURE DEVELOPMENTS

Looking forward, SW Group Logistics aims to return to growth and build on its leaner, more agile foundation. This includes upskilling the workforce, with a focus on systems training and compliance following the investment in IT systems in 2024.

KEY PERFORMANCE INDICATORS

The group monitors its performance using a number of financial measures which include:

Measure

2024

2023

£m

£m

Turnover

24.8

26.7

Gross profit

4.3

4.6

Gross profit margin

17.5%

17.3%

Profit/(loss) before tax

(0.1)

0.6

POST BALANCE SHEET EVENTS

There were no significant post balance sheet events.

ON BEHALF OF THE BOARD:

R I Knox - Director

30 September 2025

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of haulage contractors. Other activities of the group include a recruitment agency.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mrs P Knox

R I Knox

C Knox

G Causer

Other changes in directors holding office are as follows:

C Oakley - appointed 24 January 2024 - resigned 17 December 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 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 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Sumer Auditco Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

R I Knox - Director

30 September 2025

Opinion

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

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group'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 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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.

Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors 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 Report of the Directors.

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

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

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

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

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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to employment law and company legislation and we considered the extent to which non-compliance might have a material effect on the financial statements of the group. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and Corporation Tax Act 2010. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure, and management bias in accounting estimates and judgemental areas of the financial statements. Audit procedures performed by the audit engagement team included:

-

Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

-

Understanding of management's internal controls designed to prevent and detect irregularities, and fraud;

-

Reviewing the group's legal costs to check for non-compliance with laws and regulations and fraud;

-

Review of tax compliance;

-

Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing of expenses;

-

Testing transactions entered into outside of the normal course of the group's business; and

-

Identifying and testing journal entries, in particular any journal entries with fraud characteristics such as journals with round numbers.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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

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 a Report of the Auditors 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.

David Iain Black (Senior Statutory Auditor)

for and on behalf of Sumer Auditco Limited

Statutory Auditors

Hermes House

Fire Fly Avenue

Swindon

Wiltshire

SN2 2GA

30 September 2025

TURNOVER

3

24,772,084

26,693,050

Cost of sales

20,435,394

22,079,288

GROSS PROFIT

4,336,690

4,613,762

Administrative expenses

4,592,744

4,127,325

(256,054

)

486,437

Other operating income

153,311

153,671

OPERATING (LOSS)/PROFIT

5

(102,743

)

640,108

Interest receivable and similar income

19,388

18,823

(83,355

)

658,931

Interest payable and similar expenses

6

48,274

49,312

(LOSS)/PROFIT BEFORE TAXATION

(131,629

)

609,619

Tax on (loss)/profit

7

25,861

127,213

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(157,490

)

482,406

(Loss)/profit attributable to:

Owners of the parent

(190,940

)

442,307

Non-controlling interests

33,450

40,099

(157,490

)

482,406

(LOSS)/PROFIT FOR THE YEAR

(157,490

)

482,406

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(157,490

)

482,406

Total comprehensive income attributable to:

Owners of the parent

(190,940

)

442,307

Non-controlling interests

33,450

40,099

(157,490

)

482,406

FIXED ASSETS

Tangible assets

9

3,536,814

2,616,358

Investments

10

-

-

3,536,814

2,616,358

CURRENT ASSETS

Stocks

11

29,874

13,262

Debtors

12

4,879,422

4,985,193

Cash at bank and in hand

713,181

1,292,904

5,622,477

6,291,359

CREDITORS

Amounts falling due within one year

13

3,298,773

3,510,224

NET CURRENT ASSETS

2,323,704

2,781,135

TOTAL ASSETS LESS CURRENT LIABILITIES

5,860,518

5,397,493

CREDITORS

Amounts falling due after more than one year

14

(585,085

)

(91,818

)

PROVISIONS FOR LIABILITIES

19

(590,336

)

(443,088

)

NET ASSETS

4,685,097

4,862,587

CAPITAL AND RESERVES

Called up share capital

20

9,097

9,097

Other reserves

21

2,565

2,565

Retained earnings

21

4,513,634

4,704,574

SHAREHOLDERS' FUNDS

4,525,296

4,716,236

NON-CONTROLLING INTERESTS

159,801

146,351

TOTAL EQUITY

4,685,097

4,862,587

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

R I Knox - Director

FIXED ASSETS

Tangible assets

9

3,533,058

2,609,775

Investments

10

602

602

3,533,660

2,610,377

CURRENT ASSETS

Stocks

11

29,874

13,262

Debtors

12

4,316,161

4,026,097

Cash at bank and in hand

696,756

1,260,821

5,042,791

5,300,180

CREDITORS

Amounts falling due within one year

13

3,121,848

2,887,185

NET CURRENT ASSETS

1,920,943

2,412,995

TOTAL ASSETS LESS CURRENT LIABILITIES

5,454,603

5,023,372

CREDITORS

Amounts falling due after more than one year

14

(585,085

)

(91,818

)

PROVISIONS FOR LIABILITIES

19

(589,397

)

(441,442

)

NET ASSETS

4,280,121

4,490,112

CAPITAL AND RESERVES

Called up share capital

20

9,097

9,097

Other reserves

21

2,565

2,565

Retained earnings

21

4,268,459

4,478,450

SHAREHOLDERS' FUNDS

4,280,121

4,490,112

Company's (loss)/profit for the financial year

(209,991

)

386,517

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

R I Knox - Director

Called up

share

Retained

Other

capital

earnings

reserves

£

£

£

Balance at 1 January 2023

9,097

4,262,267

2,565

Changes in equity

Total comprehensive income

-

442,307

-

Balance at 31 December 2023

9,097

4,704,574

2,565

Changes in equity

Total comprehensive income

-

(190,940

)

-

Balance at 31 December 2024

9,097

4,513,634

2,565

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 January 2023

4,273,929

108,752

4,382,681

Changes in equity

Dividends

-

(2,500

)

(2,500

)

Total comprehensive income

442,307

40,099

482,406

Balance at 31 December 2023

4,716,236

146,351

4,862,587

Changes in equity

Dividends

-

(20,000

)

(20,000

)

Total comprehensive income

(190,940

)

33,450

(157,490

)

Balance at 31 December 2024

4,525,296

159,801

4,685,097

Called up

share

Retained

Other

Total

capital

earnings

reserves

equity

£

£

£

£

Balance at 1 January 2023

9,097

4,091,933

2,565

4,103,595

Changes in equity

Total comprehensive income

-

386,517

-

386,517

Balance at 31 December 2023

9,097

4,478,450

2,565

4,490,112

Changes in equity

Total comprehensive income

-

(209,991

)

-

(209,991

)

Balance at 31 December 2024

9,097

4,268,459

2,565

4,280,121

Cash flows from operating activities

Cash generated from operations

1

839,688

334,243

Interest paid

-

3

Interest element of hire purchase payments paid

(16,202

)

(18,007

)

Tax paid

(624,479

)

(134,365

)

Invoice financing costs

(32,072

)

(31,305

)

Net cash from operating activities

166,935

150,569

Cash flows from investing activities

Purchase of tangible fixed assets

(1,231,169

)

(99,282

)

Sale of tangible fixed assets

(1,544

)

-

Interest received

19,388

18,823

Net cash from investing activities

(1,213,325

)

(80,459

)

Cash flows from financing activities

Loan repayments in year

-

(141

)

Hire purchase repayments

(200,041

)

(175,140

)

Amount introduced by directors

2,000

-

Amount withdrawn by directors

(2,900

)

(2,000

)

New hire purchases in the year

690,040

-

Equity dividends paid

(20,000

)

(2,500

)

Net cash from financing activities

469,099

(179,781

)

Decrease in cash and cash equivalents

(577,291

)

(109,671

)

Cash and cash equivalents at beginning of year

2

1,290,472

1,400,143

Cash and cash equivalents at end of year

2

713,181

1,290,472

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

(Loss)/profit before taxation

(131,629

)

609,619

Depreciation charges

301,658

297,999

Loss on disposal of fixed assets

10,600

-

Finance costs

48,274

49,312

Finance income

(19,388

)

(18,823

)

209,515

938,107

(Increase)/decrease in stocks

(16,612

)

14,415

Decrease in trade and other debtors

305,602

186,827

Increase/(decrease) in trade and other creditors

341,183

(805,106

)

Cash generated from operations

839,688

334,243

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

713,181

1,292,904

Bank overdrafts

-

(2,432

)

713,181

1,290,472

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

1,292,904

1,400,143

Bank overdrafts

(2,432

)

-

1,290,472

1,400,143

3.	ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

1,292,904

(579,723

)

713,181

Bank overdrafts

(2,432

)

2,432

-

1,290,472

(577,291

)

713,181

Debt

Finance leases

(278,262

)

(498,115

)

(776,377

)

(278,262

)

(498,115

)

(776,377

)

Total

1,012,210

(1,075,406

)

(63,196

)