REGISTERED NUMBER: 12481308 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025

FOR

KNW HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Consolidated Income Statement

4

Consolidated Other Comprehensive Income

5

Consolidated Balance Sheet

6

Company Balance Sheet

7

Consolidated Statement of Changes in Equity

8

Company Statement of Changes in Equity

9

Consolidated Cash Flow Statement

10

Notes to the Consolidated Cash Flow Statement

11

Notes to the Consolidated Financial Statements

12

DIRECTORS:

S J Ketteridge

D B Northfield

B R Weldon

REGISTERED OFFICE:

7 St John's Road

Harrow

Middlesex

HA1 2EY

REGISTERED NUMBER:

12481308 (England and Wales)

ACCOUNTANTS:

Macalvins Limited

Chartered Accountants

7 St John's Road

Harrow

Middlesex

HA1 2EY

The directors present their strategic report for the period ended 31 March 2025. This report is only part of the group annual accounts and reports.

Business review

The turnover for the year was £14,622,608 (2024: £14,031,380), reflecting an approximate 4% growth compared to the previous accounting period.

Gross margin stood at £3,618,433 representing a margin of 25% (2024: £3,653,090 representing a margin of 26%).

The group reported a trading loss before tax of £91,084 (2024: profit of £92,404).

At the year-end, Current Assets, including cash at bank, amounted to £4,444,199 (2024: £4,794,625), while Current Liabilities (creditors: amounts falling due within one year) totalled £4,639,052 (2024: £4,513,097).

Current liabilities (creditors: amounts falling due more than one year) were recorded at £574,671 (2024: £977,940).

The shareholders' funds for the period amounted to £777,749 (2024: £1,089,174), indicating a moderate increase in the overall equity position, reflective of the increase in retained earnings.

Non-controlling interests, which represent the equity stake held by minority shareholders, were recorded at £3,958, a decrease from £6,539 in the prior year.

Key performance indicators

The directors use key performance indicators to monitor the business's performance, including turnover, gross margin, operating profit margin, wage costs, EBIT, and cash flow. Other non financial measures are also reviewed regularly including health and safety audits and staff turnover. The directors constantly review the development team and processes and training for our teams to ensure to continue to deliver the best possible product. The company aims to grow its revenue year on year and have the company's debtors and cash balances grow in line with sales while restricting the increase of the administrative expenses.

Principal risks and uncertainties

The group operates in a highly competitive market and is subject to the regularly fluctuating cycles experienced in the software development sector & logistics sector.

The directors consider the key business risks facing the company business to be the general economic and competitive business environment. While the company's management has developed specific plans to address these risk areas and the directors consider such plans to be adequate, not all risk factors are within the control of management.

Financial risk management objectives and policies

The directors have identified the financial risk management objectives as minimising any threats to the continued financial well-being and stability of the company. The directors seek to minimise financial risk through the maintenance of a system of internal controls, sourcing products and services at the most competitive prices and maintaining close relationships with customers.

The directors are responsible for the company's system of internal control and for evaluating its effectiveness. Such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.

Key elements of the company's system of internal controls include management accounts including comparison with prior periods and ad-hoc reports produced for the directors when deemed necessary by senior management. Reliance is placed on senior management to ensure effective control.

The Report of the Independent Auditors is unqualified and the Auditors Statement on the consistency of the Directors' Report and Strategic Report with the Financial Statements is also unqualified.

ON BEHALF OF THE BOARD:

B R Weldon - Director

30 December 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

KNW Holding Limited is the holding company for the group for which the principal activity is that of freight transport by road, logistics, business and software development.

DIVIDENDS

The total distribution of dividends for the year ended 31 March 2025 will be £ 237,867 .

DIRECTORS

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

S J Ketteridge

D B Northfield

B R Weldon

POLITICAL DONATIONS AND EXPENDITURE

During the year, the group and company made donations of £2,381 (2024: £4,325) which are not related to any political donations and expenditure.

ON BEHALF OF THE BOARD:

B R Weldon - Director

30 December 2025

TURNOVER

3

14,622,608

14,031,380

Cost of sales

11,004,175

10,378,290

GROSS PROFIT

3,618,433

3,653,090

Administrative expenses

3,599,008

3,493,514

19,425

159,576

Other operating income

4

36,309

61,870

OPERATING PROFIT

6

55,734

221,446

Interest payable and similar expenses

7

146,818

129,042

(LOSS)/PROFIT BEFORE TAXATION

(91,084

)

92,404

Tax on (loss)/profit

8

(20,107

)

206,572

LOSS FOR THE FINANCIAL YEAR

(70,977

)

(114,168

)

Loss attributable to:

Owners of the parent

(73,558

)

(116,227

)

Non-controlling interests

2,581

2,059

(70,977

)

(114,168

)

LOSS FOR THE YEAR

(70,977

)

(114,168

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(70,977

)

(114,168

)

Total comprehensive income attributable to:

Owners of the parent

(73,558

)

(116,227

)

Non-controlling interests

2,581

2,059

(70,977

)

(114,168

)

FIXED ASSETS

Intangible assets

11

152,704

119,497

Tangible assets

12

1,748,438

2,088,835

Investments

13

-

-

1,901,142

2,208,332

CURRENT ASSETS

Debtors

14

4,345,668

4,721,055

Cash at bank and in hand

98,531

73,570

4,444,199

4,794,625

CREDITORS

Amounts falling due within one year

15

4,639,052

4,513,097

NET CURRENT (LIABILITIES)/ASSETS

(194,853

)

281,528

TOTAL ASSETS LESS CURRENT LIABILITIES

1,706,289

2,489,860

CREDITORS

Amounts falling due after more than one year

16

(574,671

)

(977,940

)

PROVISIONS FOR LIABILITIES

19

(357,827

)

(429,285

)

NET ASSETS

773,791

1,082,635

CAPITAL AND RESERVES

Called up share capital

20

99

99

Retained earnings

21

777,650

1,089,075

SHAREHOLDERS' FUNDS

777,749

1,089,174

NON-CONTROLLING INTERESTS

22

(3,958

)

(6,539

)

TOTAL EQUITY

773,791

1,082,635

The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2025.

The members have not required the company and the group to obtain an audit of its financial statements for the year ended 31 March 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the group keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company and the group as at the end of each financial year and of the group's profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company and the group.

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

B R Weldon - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

-

-

Investments

13

101

101

101

101

CURRENT ASSETS

Debtors

14

13,807

638,370

Cash at bank

2,201

672

16,008

639,042

CREDITORS

Amounts falling due within one year

15

11,742

5,000

NET CURRENT ASSETS

4,266

634,042

TOTAL ASSETS LESS CURRENT LIABILITIES

4,367

634,143

CAPITAL AND RESERVES

Called up share capital

20

99

99

Retained earnings

4,268

634,044

SHAREHOLDERS' FUNDS

4,367

634,143

Company's profit for the financial year

223,491

236,054

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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

B R Weldon - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Balance at 1 April 2023

99

1,454,902

1,455,001

(8,598

)

1,446,403

Changes in equity

Dividends

-

(249,600

)

(249,600

)

-

(249,600

)

Total comprehensive income

-

(116,227

)

(116,227

)

2,059

(114,168

)

Balance at 31 March 2024

99

1,089,075

1,089,174

(6,539

)

1,082,635

Changes in equity

Dividends

-

(237,867

)

(237,867

)

-

(237,867

)

Total comprehensive income

-

(73,558

)

(73,558

)

2,581

(70,977

)

Balance at 31 March 2025

99

777,650

777,749

(3,958

)

773,791

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

99

647,590

647,689

Changes in equity

Dividends

-

(249,600

)

(249,600

)

Total comprehensive income

-

236,054

236,054

Balance at 31 March 2024

99

634,044

634,143

Changes in equity

Dividends

-

(237,867

)

(237,867

)

Total comprehensive income

-

223,491

223,491

Reversal of dividends

-

(615,400

)

(615,400

)

Balance at 31 March 2025

99

4,268

4,367

Cash flows from operating activities

Cash generated from operations

1

1,768,420

1,618,214

Interest paid

(46,488

)

(63,854

)

Interest element of hire purchase payments paid

(100,330

)

(65,188

)

Tax paid

(85,294

)

390,197

Net cash from operating activities

1,536,308

1,879,369

Cash flows from investing activities

Purchase of intangible fixed assets

(48,000

)

(125,936

)

Purchase of tangible fixed assets

(816,574

)

(1,036,612

)

Sale of tangible fixed assets

10,732

71,187

Net cash from investing activities

(853,842

)

(1,091,361

)

Cash flows from financing activities

Bank Loans repaid

(170,174

)

(423,603

)

Capital repayments in year

(198,975

)

(110,240

)

Amount withdrawn by directors

(50,489

)

(23,955

)

Equity dividends paid

(237,867

)

(249,600

)

-

5

Net cash from financing activities

(657,505

)

(807,393

)

Increase/(decrease) in cash and cash equivalents

24,961

(19,385

)

Cash and cash equivalents at beginning of year

2

73,570

92,955

Cash and cash equivalents at end of year

2

98,531

73,570

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

2025

2024

£

£

(Loss)/profit before taxation

(91,084

)

92,404

Depreciation charges

1,105,874

876,970

Loss on disposal of fixed assets

55,158

43,267

Finance costs

146,818

129,042

1,216,766

1,141,683

Decrease/(increase) in trade and other debtors

461,653

(724,217

)

Increase in trade and other creditors

90,001

1,200,748

Cash generated from operations

1,768,420

1,618,214

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 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

98,531

73,570

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

73,570

92,955

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.4.24

Cash flow

At 31.3.25

£

£

£

Net cash

Cash at bank and in hand

73,570

24,961

98,531

73,570

24,961

98,531

Debt

Finance leases

(1,231,326

)

198,975

(1,032,351

)

Debts falling due within 1 year

(170,173

)

8,059

(162,114

)

Debts falling due after 1 year

(356,948

)

162,114

(194,834

)

(1,758,447

)

369,148

(1,389,299

)

Total

(1,684,877

)

394,109

(1,290,768

)

1.	STATUTORY INFORMATION

KNW Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The consolidated financial statements include the parent company and its subsidiaries, prepared in accordance with FRS 102. The basis of consolidation is as follows:

- Control

Subsidiaries are consolidated when the parent has control, through owning more than 50% of voting rights or having the power to govern financial and operating policies.Control is assessed based on the ability to direct relevant activities, regardless of ownership percentage.

- Elimination of Intragroup Transactions

All intercompany transactions, balances, income, and expenses are eliminated on consolidation to avoid double counting.

- Non-controlling Interests (NCI)

NCI represents the equity in subsidiaries not owned by the parent and is presented separately in the balance sheet and income statement. NCI’s share of losses is limited to the amount of its investment in the subsidiary.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. Development costs are being amortised evenly over their estimated useful life of ten years. Development costs for internally generated software are capitalized as intangible assets when all of the following conditions, as outlined in FRS 102 Section18, are met. If these conditions are not met, the costs are expensed in the profit and loss account as incurred:

- Technical Feasibility: The software project is technically feasible and expected to be complete

successfully.

- Intention to Complete: There is a clear intention to complete the software and either use or sell it.

- Future Economic Benefits: The software is expected to generate probable future economic benefits.

- Availability of Resources: The company has the required financial, technical, and human resource to complete the development.

- Ability to Measure Costs Reliably: The development costs can be identified and measured with reliability.

- Ability to use or sell the intangible asset.

Tangible fixed assets

Tangible fixed assets are recognised when:

- It is probable that the future economic benefits associated with the asset will flow to the entity; and

- The cost of the asset can be measured reliably.

Initial recognition includes the purchase price and any costs directly attributable to bringing the asset into working condition for its intended use.

Tangible fixed assets are measured initially at cost. Cost includes all expenditure directly attributable to bringing the asset into working condition for its intended use, including delivery, installation, and any related professional fees. Subsequent to initial recognition, assets are carried at cost less accumulated depreciation and impairment losses.

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

- Improvements to property - Over the period of the lease

- Plant and machinery - 25% on cost

- Fixtures and fittings - 25% on cost

- Motor vehicles - 33% on cost

- Computer equipment - 33% on cost

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Turnover

Revenue is measured at the fair value of consideration received or receivable, net of VAT, trade discounts, and rebates.The Company recognises revenue in accordance with Section 23 of FRS 102, based on the stage of completion of the transaction at the reporting date, provided that the outcome of the transaction can be estimated reliably.

Revenue is only recognised when the following conditions are satisfied:

- The amount of revenue can be measured reliably;

- It is probable that the economic benefits will flow to the Company;

- The stage of completion can be measured reliably;

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

- The significant risks and rewards of ownership or service delivery have been transferred to the customer.

Revenue from user subscriptions and platform access is recognised over the term of the subscription on a straight-line basis,reflecting the delivery of service over time. Uploaded Bills, Custom Emails, Online Bookings, SmartApp Features services are recognised based on the stage of completion at the reporting date, measured using time incurred, delivery milestones, or technical delivery progress. Revenue from onboarding or configuration fees is recognised when the onboarding service is delivered, which is deemed to occur at the point the customer is successfully set up on the platform or application and can begin utilising the contracted services.

Revenue from Logistics services, UPN services & Pallet Force services are recognised at the point in time when the goods & services are delivered to the final destination and performance obligation is fulfilled once delivery is confirmed, and the customer assumes control of the goods & services.Revenue from storage and floor space rental is recognised over time on a straight-line basis, in accordance with the period of occupancy agreed with customers. The performance obligation is satisfied continuously over the rental term, reflecting ongoing access to storage facilities. Fuel surcharge income is recognised in line with the underlying logistics services to which the surcharge relates. The performance obligation is satisfied when the associated delivery is completed, as the surcharge is considered a component of the transport service. Revenue from carbon offsetting services is recognised when the offsetting service has been procured or committed on behalf of the customer, typically at the point the corresponding environmental credit or certificate is acquired. The performance obligation is fulfilled when the offset action has effectively taken place.

Other revenue streams include ancillary services such as parcel handling, container hire, or short-term equipment use. These services are recognised at the point the service is delivered, when the specific obligation to the customer is met.

Financial instrument

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

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

Derecognition of financial assets

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 instrument

Classification of financial liabilities

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

Basic financial 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.

Derecognition of financial liabilities

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

Cash & Cash equivalents

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.

3.

TURNOVER

The turnover and loss (2024 - profit) before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

2025

2024

£

£

Carbon Neutral

20,641

21,832

Fuel surcharge

402,113

366,956

Logistics

9,865,326

10,146,785

Pallet Sales

1,108,138

436,299

Storage

1,366,697

1,038,019

UPN Sales

1,563,902

1,786,611

Subscription Sales

160,897

139,408

Online Bookings

15,090

15,280

Smart App

13,779

17,375

Other Sales & Services

106,025

62,815

14,622,608

14,031,380

4.	OTHER OPERATING INCOME

31.3.25

31.3.24

£

£

Other Income

36,309

61,870

36,309

61,870

5.	COST OF SALES

31.3.25

31.3.24

£

£

Owners & Employed Driver Cost

7,187,026

7,111,274

Fuel Costs

468,535

479,463

Pallet Cost

981,865

,,363,671

2nd Tier Suppliers

674,282

930,952

Other Costs

202,341

178,221

Wages

1,339,323

1,153,505

Social Security Cost

124,111

104,713

Pension

14,749

27,865

Development Costs

11,942

28,626

11,004,175

10,378,290

The average number of employees during the year was as follows:

31.3.25

31.3.24

53

47

6.	OPERATING PROFIT

The operating profit is stated after charging:

31.3.25

31.3.24

£

£

Rent & Service Charges

811,646

937,921

Light & Heat

85,369

63,430

Wages & Salaries

85,346

60,963

Social Security

3,706

5,942

Pension

1,368

2,440

Directors Salaries

53,800

50,400

Computer Expenses

74,992

76,362

Repairs & Renewals

130,099

222,444

Telephone

29,435

86,044

Advertising

72,119

53,997

Cleaning

11,791

44,697

Travelling & Motor Expenses

295,470

332,238

Subscriptions

96,642

91,508

Hire of Plant & Machinery

208,851

150,862

Accountancy

62,499

69,085

Audit Fees

28,000

28,000

Professional Fees

72,617

11,531

Entertainment

82,577

84,929

Bad Debts

36,235

43,103

Bank Charges

128,188

124,561

Amortisation

14,794

6,439

Depreciation

1,091,081

870,531

Loss on disposal of fixed assets

55,158

43,267

Donation

2,381

4,325

Consultancy

16,285

-

Other Expenses

48,562

28,496

3,599,008

3,493,514