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Registered number: 01885833
KESSLER GROUP LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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KESSLER GROUP LIMITED
CONTENTS
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Notes to the financial statements
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REGISTERED NUMBER:01885833
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KESSLER GROUP LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Current asset investments
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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REGISTERED NUMBER:01885833
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KESSLER GROUP LIMITED
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
The notes on pages 3 to 12 form part of these financial statements.
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KESSLER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Kessler Group Limited is a private company limited by shares and is incorporated in England and Wales. The address of its registered office is 16 Great Queen Street, Covent Garden, London, WC2B 5AH.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Revenue comprises management fee income to provide head office services to connected companies and is recognised in the period in which the services are provided.
Revenue is recognised to the extent that is probable that the company will receive the consideration due under the contract and the amount of revenue can be measured reliably. Revenue is measured as the fair value of the consideration received or receivable, excluding value added tax.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.
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KESSLER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the profit and loss account.
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Valuation of current asset investments
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Investments in current asset investments are measured at cost less accumulated impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument.
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.
The company’s policies for its major classes of financial assets and financial liabilities are set out below.
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KESSLER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances and amounts owed by related undertakings are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
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, which excludes transaction costs for those financial assets that are subsequently measured at fair value through profit and loss.
Such financial assets are subsequently measured at fair value through profit or loss, where they are publicly traded, or fair value can be measured reliably, for example by using a valuation technique. Where fair value cannot be measured reliably, the financial asset is measured at cost less impairment.
Financial liabilities
Basic financial liabilities, including trade and other creditors, amounts owed to related undertakings and 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
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KESSLER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
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.
Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.
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KESSLER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The company was a participating employer in a defined benefit scheme of a related company, BDM Logistics and Management Limited.
The scheme was akin to a group plan under which the net defined benefit cost and liability were recognised in the financial statements of BDM Logistics and Management Limited, being the entity legally responsible for the plan.
During the year, all members’ benefits under the scheme were secured with an insurance company and the scheme entered the final stages of wind-up. Accordingly, the company has no material defined benefit obligation at 31 December 2025.
The company continues to account for contributions to personal pension schemes on behalf of employees as defined contribution schemes. Contributions are recognised in profit or loss in the period in which they are payable. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.
Interest receivable is recognised in profit or loss using the effective interest method.
Other finance income is recognised in profit or loss using the effective interest method.
Ordinary shares are classified as equity.
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KESSLER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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The average monthly number of employees, including directors, during the year was 13 (2024 - 13).
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KESSLER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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KESSLER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Amounts owed by related undertakings
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Prepayments and accrued income
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Amounts owed by related undertakings are interest free, have no fixed repayment date and are repayable on demand.
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Current asset investments
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Current asset investments
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Creditors: amounts falling due within one year
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Amounts owed to related undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to related undertakings are interest free, have no fixed repayment date and are repayable on demand.
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KESSLER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: amounts falling due after more than one year
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Share capital treated as debt
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Disclosure of the terms and conditions attached to the non-equity shares is made in note 11.
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The company, together with BDM Logistics and Management Limited, a company under common control, operated a defined benefit pension scheme, known as the Kesslers Group Pension Plan which is accounted for in the financial statements of BDM Logistics and Management Limited.
In 2024, the company entered into a transaction to secure members’ benefits through the purchase of annuity policies with an insurance company. During the year ended 31 December 2025, this process substantially completed and all member liabilities were secured in full.
As at 31 December 2025, the scheme was in the final stages of wind-up and, based on the securing of all benefits with the insurer, the directors consider that there is no material residual obligation in respect of the scheme.
The company or BDM Logistics and Management Limited will settle any remaining administrative expenses of the scheme up to the point of formal wind-up. Members do not contribute to the scheme. The pension plan is closed to new members and future accrual.
The scheme was formally terminated on 16 May 2026.
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Related party transactions
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Transactions with related parties are as follows:
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Amount due (to)/from related parties
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Companies under common
control
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Amounts owed to/by related parties are unsecured, interest free and due for repayment within one year.
A close family member of the directors received £NIL (2024: £50,000) in respect of consultancy services.
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KESSLER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Shares classified as equity
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Allotted, called up and fully paid
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899,850 (2024 - 899,850) Ordinary shares of £1.00 each
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Shares classified as debt
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Allotted, called up and fully paid
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150 (2024 - 150) Management shares of £1.00 each
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Each ordinary share carries the right to one vote and to participate in all of the profits of the company distributed by dividend or otherwise and to all profits and surpluses on a winding up.
Each management share carries the right to 100,000 votes and to the repayment of capital on a winding up ranking pari passu with the ordinary shares. A management share does not carry any right to participate in profits of the company distributed by dividend or otherwise or to participate in any profit or surplus on a winding up. The management shares are classified as non-equity and are included within creditors due after more than one year (note 8).
Share premium account
The share premium reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Profit and loss account
The profit and loss account includes all current and prior period retained profits and losses.
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Post balance sheet events
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On 16 May 2026, a Deed of Termination was executed in respect of the Kesslers Group Pension Plan. This confirmed that all members’ benefits had been secured in full with an insurance company, no assets or liabilities remained within the plan and the scheme was fully wound up and the trust terminated.
The auditor's report on the financial statements for the year ended 31 December 2025 was unqualified.
The audit report was signed on 1 September 2026 by Christopher Shepherd (senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.
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