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

InPost Group is the leading pan-European out-of-home delivery platform for e-commerce, with activities in the UK market growing dynamically. The total volume of the UK addressable market is estimated to be 4.4 billion parcels annually.

Doubling Down on Deliveries

The UK, as the largest e-commerce market in Europe, saw significant growth for InPost in 2024. We delivered 93.2 million parcels, doubling our volumes from 2023. The primary drivers were the C2C sector and returns. In the second half of 2024, we launched our B2C offering – “Collect” – and so far onboarded 40 e-commerce merchants, including ASOS, Inditex Group, River Island, Shein, and H&M. This B2C service is set to take off in 2025, the ambition being to make InPost a must-have for e-commerce merchants in the UK.

Unmatched Network Coverage

By the end of 2024, InPost had nearly 9,300 APMs, establishing the largest locker network in the UK. We continued to grow our PUDO points to extend the network more rapidly, achieving a total of over 12,000 out-of-home locations, which represents a 54% year-over-year increase. We carefully select our OOH locations to ensure maximum convenience for our clients. As part of our partnership with the popular grocery chain Aldi, we have installed over 250 lockers at Aldi UK stores. In terms of population coverage, 65% of people in the top three cities (London, Birmingham, Manchester) are within a seven-minute walk to the nearest InPost OOH point. Across the entire UK, this coverage stands at 41%.

Strengthening Logistics

In 2024, we opened our first InPost-branded logistics depot in Warrington, increasing our national capacity and improving our capabilities in the north-west of England. This facility aims to build operational capability to support our B2C D+1 service offering.

Strategic Acquisition of Menzies

In October 2024, InPost Group acquired Menzies Distribution, a strategic move that allows us to scale rapidly in the UK’s expansive e-commerce market. This acquisition grants InPost full control over UK logistics, and solidifies our position as a leading parcel locker service provider, leveraging the growing consumer preference for lockers. Menzies’ Newstrade division will continue its high-quality newspaper and magazine deliveries, operating across a unique national network that covers every postcode in the UK and Ireland, and provides services 360+ days a year.

Elevating the Customer Experience

In 2024, our efforts in the UK were centred on driving consumer awareness through mobile app growth and education, resulting in significant trust from our users. Our app achieved an impressive 4.9 rating on both iOS and Android app stores, and our Trustpilot score increased to 4.7 from 4.4 at the end of 2023. App downloads reached almost two million, nearly doubling year-over-year. We also introduced numerous new features to the mobile app, including a chatbot, the option to select Easy Access Zone lockers (which are lower and more accessible for elderly people or wheelchair users), XS compartments for items such as letters and books, and the ability to check locker status, among others. Having a large number of app users is crucial, as app users tend to order more parcels.

The principal risks that the Company considers could impact the business are set out below.

Macroeconomic Risks

Macroeconomic risk is managed at the Group level.

InPost’s approach to macroeconomic risks includes changes in broad economic factors such as inflation, interest rates, exchange rates, and economic growth, as well as other changes of a legal nature that may affect its operations, financial stability, and strategic objectives. Understanding and managing these risks is essential for sustaining long-term success and competitiveness in the market.

One of the main threats from this group is the risk of a macroeconomic downturn, defined as resulting from significant unfavourable macroeconomic developments that would significantly impact InPost’s profitability and/or cash flow, and that would therefore jeopardise InPost’s growth plans. This could include black swan events or important changes in currency, interest, and/or inflation.

InPost’s risk management strategy is in line with best practices and involves developing a downside budget scenario with stress testing of leverage ratio and preparing a contingency plan. At the same time, the company dynamically manages financial risks by securing open positions in interest rate risk and minimising exposure to currency risk.

Another risk that could have a significant impact on the market conditions of InPost Group’s operations is the risk of adverse political/legislative changes, which may lead to a worsening business sentiment. This would include movement to more conservative or socially oriented governments, the rise of more radical political parties, or any changes in legislation that do not favour free economic and entrepreneurial development.

InPost Group has always supported pro-democratic and free-market initiatives. The company’s activities regarding this risk focus mainly on monitoring the legal situation in individual markets and actively participating in legislative processes.

One of the basic threats for each company processing personal data is the risk of non-compliance with GDPR regulations. Failure to meet any of the requirements set out in the GDPR, the Personal Data Protection Act and other executive acts, or the inability to demonstrate compliance with the above, may lead to significant penalties, a loss of reputation, and/or a loss of consumer and merchant trust.

InPost is constantly improving internal mechanisms and tools for protecting personal data and strives to raise the awareness of employees involved in data processing. The company’s processes are also subject to cyclical internal and external audits, aimed at demonstrating possible vulnerabilities and improving the protection of sensitive data.

As Poland is InPost’s home market and currently generates the highest revenue, the company is closely monitoring the ongoing armed conflict in Ukraine, which increases the risk of a security threat to critical assets close to war zones. This is defined as the possibility of significant disruption as the outcome of attacks (explosive charges, arson) or any other acts of sabotage on critical assets of InPost’s logistics system in Poland (sorting/sub-sorting hubs, depots, main LH transport), due to the Ukraine-Russia war.

InPost’s risk management strategy for this focuses on strengthening the Business Continuity Management System by updating and continuously testing its Business Continuity Plans. Additionally, the company works closely with local and national authorities on an ongoing basis, exchanging information on potential threats and strengthening physical security systems.

Business Risk

Business Risk is managed at the Group Level.

Operating in a dynamic and competitive market environment involves navigating a myriad of business risks that could influence InPost’s performance and strategic goals. Business risks encompass a wide range of internal and external factors, including operational challenges, market competition, and strategic execution. Effectively identifying, assessing, and managing these risks is fundamental to InPost’s ability to achieve sustainable growth and deliver value to its stakeholders.

One of the basic market threats to InPost’s operations is the risk of the inability to respond to competition. This includes being unable to timely and/or properly respond to competitive moves in the market due to a lack of visibility, lack of funds, or lack of proper response plans. This risk has increased recently due to the continued growth of e-commerce and the profitability of the APM delivery model, which encourages competing companies to invest more in the OOH sector.

In response to this risk, InPost continuously monitors the market situation (new machines, new products, new markets, M&As). Based on the observed trends, the company prepares strategies according to worst-case scenarios and conducts tests using the war-gaming formula. At the same time, InPost strengthens its market position by developing new, innovative products and services and improving the quality of customer service.

One of the significant threats for InPost is the risk of concentration of revenues with key markets/customers. This is described as a high concentration on selected markets and a narrow group of customers (usually e-commerce marketplaces), which may result in the loss of a significant part of revenue in the event of their business disruption.

InPost’s risk management strategy is based on focusing on maintaining and developing business relationships with clients, increasing volumes, improving share of checkout, and building customer loyalty. At the same time, the company is expanding its offer or activities, such as accelerating B2C volume as an offset to overreliance on C2C in some markets.

Due to the high dynamics of InPost Group’s development and its ongoing transformation, one of the significant internal risks is that of flawed selection and/or execution of key investment projects. This risk may concern both the wrong selection of key investment projects and the flawed execution of agreed key investment projects, leading to a significant waste of human and/or financial resources, or a loss of reputation among key stakeholders.

InPost’s mitigation activities focus, in particular, on the proper management of key projects – from their initiation in the form of a business case, prepared by a business owner, to an appropriate acceptance path, to detailed supervision during implementation and, finally, to closure and settlement.

The Company considers the following to be key KPIs:

Subsequent to the balance sheet date, on 17 April 2025, InPost (UK) Limited acquired a 95.5% controlling interest in Judge Logistics Ltd ("JLL"), the parent company of Yodel Delivery Network ("Yodel"). Prior to the acquisition, InPost (UK) Limited held a financial interest in JLL through convertible loan notes. The acquisition of JLL was structured as a debt-to-equity conversion, whereby InPost (UK) Limited converted its existing loan to JLL, amounting to £106 million in the form of convertible loan notes, into equity. Following the transaction, Yodel Delivery Network operates as a subsidiary of Judge Logistics Ltd, which is controlled by InPost (UK) Limited (95.5% ownership).

The Company’s section 172 (1) statement covers how the Directors of the Company have acted in the way they have considered, in good faith, most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regarded (amongst other matters):

The likely consequences of any decision in the long term

The Directors understand the business and the evolving environment in which the Company operates.                

The principal responsibility of the Directors is to promote the long-term success of the Company for the benefit of its stakeholders and shareholders. In discharging such responsibility, it must ensure that the Company’s affairs are always conducted within the parameters of the Company’s internal control framework and the interests of internal and external stakeholders appropriately identified and managed. Whilst determining and overseeing delivery of the Company’s strategic objectives, the Directors also assumes governance and regulatory responsibilities across a diverse range of topics (for example, health and safety, risk and compliance) and has a formal schedule of matters specifically reserved for its attention. This includes, without limitation, consideration and, if appropriate, approval of the Company’s financial statements, going concern statements at year-end and key financial and operational item such as potential acquisitions, disposals, capital expenditure above certain thresholds and major non-recurring projects.                

Additionally, the Directors have overall responsibility for the Company’s systems of internal control, covering financial, operational, compliance and risk management and for annually reviewing their effectiveness. Day-to-day responsibility for such systems, including deployment and maintenance, rests with the relevant members of the Senior Management team. The Directors ensure that it regularly reviews their effectiveness and actively monitors the processes by which principal and emerging risks are identified, evaluated and managed.                 

To ensure the full and proper discharge of its duties, the Directors convenes as required. Agendas for each meeting are developed as required, focusing on annual plan of business and tailored to reflect the current status of projects, strategic workstreams and the overarching operating context.            

The interests of the Company’s employees                

Our employees are interested in subjects such as opportunities for development and progression, working arrangements, opportunities to share ideas, diversity and inclusion, and compensation and benefits, and we have developed various communication channels to help meet their needs. The engagement with employees is discussed in more detail in the ‘People’ section of the Strategic Report.

The need to foster and manage the Company’s business relationships with its suppliers, customers, lenders and other key stakeholders                

The Directors and their business partners are interested in long-term partnerships and a collaborative approach. Our engagement with our suppliers, customers and other stakeholders is critical.                            

The Directors have a queries and complaint policy which is focussed on ensuring solid foundations for any customer relationship by delivering a service that meets the needs of our customers in all of the markets that the business operates.

Strong working relationships with our suppliers is crucial to the effectiveness of our entire operation, enhancing our efficiency and creating value. The Directors are supportive of the Company’s commitment to long-term strategic relationships with our closest supply partners, thereby increasing the efficiency and integrity of our supply chains.                

The Company is committed to preventing acts of modern slavery and human trafficking from occurring within our business and supply chain and imposes the same high standard on our suppliers. On this basis, the Company will regularly evaluate the nature and extent of our exposure to the risk of modern slavery and will ensure all our suppliers adhere to the Modern Slavery Act 2015 and other relevant legislation. The Company will enforce a strict code of compliance.    

The impact of the Company’s operations on the community and the environment

During the year, the Company has been furthering its efforts to increase the level of environmental awareness amongst our staff and ensuring that all our people have the ability to make more environmentally friendly choices.

We communicate with our staff through various updates from InPost Group and their long term sustainability strategy, providing information on how our staff can participate in environmental campaigns.

Regular monthly meetings are held with the InPost group to discuss how InPost UK can help achieve the specific sustainability goals defined for the years 2021-2026.

Our people, our customers, our stakeholders, and our communities are intrinsically linked. Enhancing the contribution in which we operate is an area our people feel strongly about.

As a responsible business, we want to play our part in addressing environmental challenges, in line with the expectations of our customers, our people and our other stakeholders. We intend to continue review our sustainability strategy, linking this with initiatives that focus on innovative improvements that we can make across our business in relation to reducing our carbon footprint. We will also seek ways to support our customers in their own sustainability goals.

The desirability of the Company maintaining a reputation for high standards of business conduct

The Company’s reputation is vital to our continued success. In order to facilitate this, the Directors of the business have employed suitably qualified and trained employees within each department as well as investing in the necessary IT systems. The Company has continued to invest in the company, with the support of the InPost Group, to ensure high standards of business conduct are achieved.

The need to act fairly between members of the Company                

The Directors’ approach is to attract and retain the best possible people who have the capacity and drive to meet the Company’s strategic and financial objectives. The Directors understand the need to act fairly between members of the Company. A whistleblowing policy is in place for any activity that is deemed unfair, unprofessional or illegal behaviour, with any incidents fully investigated. There is also a formal grievance policy in operation, with any allegations again formally investigated.

In its decision making, the Directors considered the position of various stakeholders and, where relevant and to the extent permitted by law, consulted and engaged in respect of these and other decisions during the period.        

Directors’ opinion                

Considering all these s172 matters, the Directors are satisfied that they have complied with the s172 requirements.

On behalf of the board

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

The principal activity of the company continued to be that of the delivery and storage of parcels through a network of InPost lockers.

The results for the year are set out on page 17.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

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

Saffery LLP were re-appointed as auditor to the company in accordance with section 485 of the Companies Act 2006 and have expressed their willingness to continue in office.

To calculate the CO2e emissions, referenced/stated in this report, the Greenhouse Gas Protocol (GHG), and the relevant conversion factors supplied by the UK Government as published by the Department for Energy Security and Net Zero are utilised to ensure good industry practice is maintained. It is also helpful to note the following:

- Reported CO2e data comes from various “spend based” and “activity based” sources

- Direct scope 1 and 2 emissions are calculated from spend based metrics, linked to supplier invoices

- Indirect scope 3 emissions are activity based data

- Data is collated from various sources by in house resource where conversion calculations are performed.

More details on future carbon reduction initiatives can be found within this report and the InPost Group 2024 annual report and the sustainability area of their website https://inpost.eu/sustainability.

As part of the development of the Decarbonisation Strategy, InPost Group first established the scale of their environmental impacts a number of years ago. InPost Group measured their carbon footprint data in three scopes (1, 2 and 3) according to the GHG Protocol standard, and in 2021 the carbon footprint of the entire Group amounted to 539 833 tCO2e. This allowed InPost Group to plot a route to achieving net-zero emissions in order to become a leader in the low-carbon economy, Taking into account the InPost group's business strategy for the following years, the Management Board and the Supervisory Board adopted science-based decarbonisation targets. The development of reduction targets was the result of joining the Science Based Targets initiative (SBTi) , which supports our goal of getting to Net Zero, by 2040.

Protecting the Environment and operating in a sustainable manner are core pillars of the organisation and as such the InPost Group, are dedicated to delivering our customers and stakeholders high quality services in an environmentally sound and sustainable manner. InPost UK aim to contribute to the group wide ambition to be NET ZERO by 2040 in accordance with their SBTi certification.

The InPost Group have also been working with suppliers of lockers to allow us to invest in the latest battery and solar powered locker which reduce our use of finite resources, including building materials , support customers in making shorter journeys and reducing the reliance of grid electrical power. As a leading innovator, the InPost Group continually invests in innovative solutions to support an ongoing journey to Net Zero.

The InPost Group focus on using the potential of technology to shape a new, sustainable future and conduct business in a socially, economically and environmentally responsible manner. Innovation is a tool for sustainable development that supports our green transition and this is an approach consistently adopted by the InPost Group. The focus on technology supports operations and customers, alike, to assist in creating efficiencies and reducing their impact on climate change. These innovations include labelless sending of parcels, battery and solar powered lockers, vehicle to grid charging, electric vehicles, including company cars.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• 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 company will continue in business.

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

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

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

The financial statements have been prepared on a going concern basis. The parent company, InPost Paczkomaty Sp.z o.o., will continue to support the company for at least 12 months from the date of approval of the financial statements. A letter of support has been provided to the company from InPost Paczkomaty Sp.z o.o. which the directors have considered in the assessment of going concern.

We have audited the financial statements of InPost UK Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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 company's affairs as at 31 December 2024 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

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 our audit:

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

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

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, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of remuneration specified by law are not made; or

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

As explained more fully in the directors' responsibilities statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditor's responsibilities for the audit of the financial statements

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

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and updating our understanding of the sector in which the company operates.

Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.

Audit response to risks identified:

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company’s records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company’s policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

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.

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

Use of our report

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

The income statement has been prepared on the basis that all operations are continuing operations.

InPost UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Moray House, 23-35 Great Titchfield Street, London, United Kingdom, W1W 7PA.

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

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

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 'Share-Based Payments': related notes and disclosures

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

InPost UK Limited is a wholly owned subsidiary of Integer.pl S.A. and the results of InPost UK Limited are included in the consolidated financial statements of Integer.pl S.A. which are available from its registered office, ul. Wielicka 28, 30-552 Kraków.

The directors believe that, after making enquiries of their parent undertaking, InPost Paczkomaty Sp.z.o.o., they have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company has obtained a letter from its parent undertaking confirming that they will continue to provide financial support, as required, for a period of at least 12 months from the date of signing these financial statements. In addition to this, the parent undertaking has confirmed the loans will not be recalled unless the company are in a position to make repayments, not to the detriment of third party creditors or threatening the going concern position of the company.true

The parent company InPost Paczkomaty Sp.z.o.o. have approved a planned significant capital expenditure programme for 2025 and future financial periods for continued expansion of the existing UK locker network. The programme extends to a period in excess of 12 months from the date of approval of the financial statements.

In addition to the capital expenditure programme the company has prepared cash flow forecasts covering a period greater than 12 months from the date of approval of these financial statements. In preparing these forecasts, the company has considered the principal areas of uncertainty within the forecasts and underlying assumptions. The company consider various key assumptions in the cash flow forecast for the timing of capital expenditure, as well as plausible downside sensitivities of revenue and expenditure. The company and group review the impact of existing client contracts and renewal dates over the going concern period, as well as wider consideration of parcel volume and price. These forecasts show that the company continue to have sufficient levels of cash for the forecast period with the ongoing financial support from its ultimate parent undertaking.

Accordingly, the directors considers it appropriate to prepare the financial statements on the going concern basis.

Turnover is recognised when (or as) the performance obligation is fulfilled in the form of transferring the promised goods, products, materials (i.e. assets) or rendering a service to a client. InPost UK recognises turnover in a way that reflects the transfer of promised goods or services to a customer, in the amount of consideration to which an entity expects to be entitled in exchange for these goods or services (transaction price), excluding amounts collected on behalf of third parties, for example - Value Added Tax (VAT).

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

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

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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

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

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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

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

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

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

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

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

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

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

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

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

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

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

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

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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

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

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The company has calculated an imputed interest rate on its intercompany loans using a rate of 6% for historic loans and 9-10% for recent loans. The interest rate has been calculated by the shareholders of the company by reviewing the market to determine the interest that would be charged on a loan that is provided by a third party and has similar terms as that attached to the loans. 

The investment value included on the company balance sheet is assessed for impairment annually. The directors review the performance and underlying net asset position of the company in which their investment has been made to determine whether there is an indication of impairment at end year-end.

Based on the investment being made during the current financial period, and following a review of the underlying financial performance, balance sheet position and future forecasts of the underlying investment, based on managements budget and plans for a five year period, the directors have concluded that there is no sign of impairment in the investment value at 31 December 2024.

The directors have considered the award of share-based payments in relation to services provided by employees and directors who hold group-wide roles. Share-based payments are recognised as an expense, with a corresponding increase in equity, over the period that the employees or directors become entitled to the awards. For awards of share-based payments, charges have been recognised to the extent that the awards and services are attributable to the activities of the UK entities.

At 31 December 2024, convertible loans valued through the income statement related to loans granted by the Company to Judge Logistics Limited (owner of courier brand Yodel). These loans are non-interest bearing. Management has assessed the terms and conditions of the convertible loan and concluded that the loans held at the year-end do not give the Company a significant influence over Judge Logistics Limited. The Company used third level of hierarchy of Fair Value for valuation of this loan.

The above share based payment charge for Year ended 31 December 2023 includes charges in relation to Year ended 31 December 2022 and Year ended 31 December 2021.

The average monthly number of persons (including directors) employed by the company during the year was 152 (2023: 107).

Their aggregate remuneration comprised:

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

At the reporting end date the company had estimated unused tax losses of £266.3m (2023: £209.7m) available for offset against future profits. A deferred tax asset has not been recognised in respect of such losses due to the uncertainty and timing of taxable profit in the foreseeable future to offset against these tax losses.

On 14 October, 2024, Menzies Distribution Group Limited (MDG) was restructured to separate and demerge its two main trading operations into the companies: Menzies Distribution Solutions Ltd ('MDS') and Menzies Distribution Limited ('MDL'). Following the demerger, MDL and its related companies were wholly owned by M HOLDCO 1 Limited; and MDS and its related companies were wholly owned by Menzies Distribution Solutions Group Limited (previously M HOLDCO 2 Limited). The shareholder structure of both M HOLDCO 1 Limited and Menzies Distribution Solutions Group Limited exactly mirrored the original shareholder structure of MDG immediately prior to the demerger. Therefore, immediately following the demerger there was no change to the ultimate controlling party of both businesses as well as InPost UK Limited retained 30% of shareholdings in both businesses.

On 15 October, 2024, InPost UK Limited exercised their option to acquire the remaining 70% of shares in MDL, meaning that from this date InPost UK Limited now fully owns Menzies Distribution Limited and exercises control. MDS was demerged from and was not part of the transaction on this date. As at 31 December 2024, InPost UK Limited retain a 30% associate investment in MDS.

The Company tests investments annually for impairment, or more frequently if there are indications that these might be impaired. The directors have not identified any indicators that would require more regular assessments during the period.

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

The registered offices of all subsidiaries is Moray House, 23-35 Great Titchfield Street, London, England, W1W 7PA.

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

The registered office for Menzies Distribution Solutions Group Limited is Unit 301 Pointon Way, Hampton Lovett, Droitwich, England, WR9 0LW.

Within other debtors are convertible loan notes receivable with a fair value of £25,000,000. The first loan note was issued on the 31 July 2024 with a nominal value of £15,000,000. The second loan note was issued on the 30 September 2024 with nominal value of £10,000,000. Both loans are interest free.

Amounts owed to group undertakings are repayable in accordance with loan agreements, with repayment dates ranging between 2026 and 2030. The intercompany loans are unsecured and have effective interest rates attached to them ranging between 6% and 10% per annum.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The company has one class of ordinary shares which carry the same rights and preferences with no restrictions.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Subsequent to the balance sheet date, on 17 April 2025, InPost (UK) Limited acquired a 95.5% controlling interest in Judge Logistics Ltd ("JLL"), the parent company of Yodel Delivery Network ("Yodel"). Prior to the acquisition, InPost (UK) Limited held a financial interest in JLL through convertible loan notes. The acquisition of JLL was structured as a debt-to-equity conversion, whereby InPost (UK) Limited converted its existing loan to JLL, amounting to £106 million in the form of convertible loan notes, into equity. Following the transaction, Yodel Delivery Network operates as a subsidiary of Judge Logistics Ltd, which is controlled by InPost (UK) Limited (95.5% ownership).

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

Balances with wholly owned subsidiaries are disclosed in notes 15, 16 and 17 being debtors, creditors due within one year and creditors due after more one year respectively.

The immediate parent undertaking is InPost Paczkomaty Sp. z o.o. The registered office of InPost Paczkomaty Sp. z o.o. is ul. Wielicka 28, 30-552 Kraków, Poland.

The parent undertaking of the smallest and largest group within which the subsidiary belongs, and for which group financial statements are prepared, is Integer.pl S.A.

Integer.pl S.A. is incorporated in Poland, and copies of the accounts are available from ul. Wielicka 28, 30-552 Kraków.

As at 31 December 2024 the ultimate holding company and controlling party is InPost S.A.