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REGISTERED NUMBER: 13076994 (England and Wales)






















Constellation Cold Logistics UK Midco
Limited

Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements for the Year Ended 31st December 2023






Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)






Contents of the Consolidated Financial Statements
for the year ended 31st December 2023




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Income Statement 9

Consolidated Other Comprehensive Income 10

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Cash Flow Statement 15

Notes to the Consolidated Cash Flow Statement 16

Notes to the Consolidated Financial Statements 18


Constellation Cold Logistics UK Midco
Limited

Company Information
for the year ended 31st December 2023







DIRECTORS: A J Howard
Mrs A Wiltshire
J C R Marquez





REGISTERED OFFICE: Birchin Way
Grimsby
NE Lincolnshire
DN31 2SG





REGISTERED NUMBER: 13076994 (England and Wales)





AUDITORS: Smailes Goldie
Chartered Accountants
Statutory Auditor
Regent's Court
Princess Street
Hull
East Yorkshire
HU2 8BA

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Group Strategic Report
for the year ended 31st December 2023

The directors present their strategic report of the company and the group for the year ended 31st December 2023.

REVIEW OF BUSINESS
The principal activity of the group is of an operator of cold storage premises located in Grimsby, Redditch, Wolverhampton and Tewkesbury and the subsequent transport services from these storage locations out to its customers. Supplies are entirely within the UK.

The key financial performance indicators during the year were as follows:

2023 2022
£ £

Turnover 38,668,395 18,674,393
Operating (loss) (3,659,364) (1,658,092 )
(Loss) after tax (5,129,282) (2,788,227 )
Equity shareholder funds 23,830,062 21,274,915

Following exchange of contracts on 26 November 2022, the acquisition of Associated Cold Stores & Transport Limited by HSH Cold Stores Limited, completed on 10 January 2023.

On 23 March 2023 an investigation was opened by the Competition and Markets Authority to look into the completed acquisition and whether it may be expected to result in a substantial lessening of competition within any market in the UK for goods and services. On 20 June 2023, the CMA cleared the completed acquisition.

On 12 May and 22 June 2023 respectively, both companies rebranded in line with its parent company, resulting in name changes to Constellation Cold Logistics UK Limited and Constellation Cold Logistics UK 2 Limited.

The increase in turnover relates to the acquisition of Constellation Cold Logistics UK 2 Limited.

During the year, the cold stores of Constellation Cold Logistics UK 2 Limited have been brought in line with the Constellation standard, this alongside costs arising on synergy recognition and the cost of the CMA investigation has incurred £1.8m of non recurring costs during the year driving the operating loss reported.

The increase in shareholder' funds relates to the issue of 5,112 ordinary shares at a premium of £9,378,793 offset partially by the loss for the year of £5,129,282, and a dividend payment of £1,699,476.

PRINCIPAL RISKS AND UNCERTAINTIES
The group's activities expose it to a number of financial risks including cash flow risk.

Liquidity risk
In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the group utilises available resources provided from within the group. Effective cash flow forecasting allows for the provision of group resources for any significant cash outflows that could not be covered by the company individually.

Energy costs
Due to high levels of electricity required to run the cold stores and fuel for haulage operations, the directors monitor prices regularly and take steps to mitigate the effect of price increases on profitability.

FUTURE DEVELOPMENTS
The directors anticipate that the business environment will remain competitive. They believe that the company is in a good position and that the risks that have been identified are being well managed. The directors are confident in the company's ability to maintain and build on the current position.


Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Group Strategic Report
for the year ended 31st December 2023

FINANCIAL INSTRUMENTS
The group has a normal level of exposure to price, credit, liquidity and cash flow risks arising from trading activities which are entirely conducted in sterling. The group does not enter into any formally designated hedging arrangements.

EVENTS SINCE THE YEAR END
There is an expectation in 2024 that the business of Constellation Cold Logistics UK 2 Limited will be hived up into Constellation Cold Logistics UK Limited, the target for completion of this being 31 October. During 2024, the assets of the transport business have already been transferred, being limited to trucks and trailers, this completed on 1 May for the transport function in Grimsby and on 1 June for the function in Wolverhampton.

On 24th June it was announced that the ultimate parent company, Arcus Infrastructure Partners, had agreed to sell the whole of the Constellation Cold Group to EQT, a global investment organisation with assets in Europe, Asia-Pacific and the Americas. The acquisition is expected to complete in the months following.

ON BEHALF OF THE BOARD:





Mrs A Wiltshire - Director


4th October 2024

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Report of the Directors
for the year ended 31st December 2023

The directors present their report with the financial statements of the company and the group for the year ended 31st December 2023.

DIVIDENDS
A final dividend of £1,699,476 was paid during the year. The director's do not recommend payment of a further dividend.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors who have held office during the period from 1st January 2023 to the date of this report are as follows:

J A Cott - resigned 24th August 2023
S D Gray - resigned 24th August 2023
A J Howard - appointed 24th August 2023
Mrs A Wiltshire - appointed 24th August 2023
J C R Marquez - appointed 24th August 2023

GOING CONCERN
At the year end the group reported a loss before tax of £5,129,282 (2022: £2,788,227) and net current liabilities of £4,273,612 (2022: net current assets £2,991,014) which gives rise to a going concern risk. Accordingly, the directors have prepared financial forecasts covering a period of 12 months to 31 December 2025 in conjunction with a turnaround plan for the business. The financial forecasts show that the business remains reliant on the continued financial support from the company's ultimate parent company. As such confirmation has been received from the ultimate controlling parent pledging their continued financial support through a period of 12 months from the date of approval of these financial statements.

The directors have also considered the impact the potential sale of the wider CCL group to EQT may have on the 's group's ability to continue as a going concern and, having received assurances of the potential new ultimate parent company's intentions, have concluded that should funding be required, it would be provided.

The above factors have led the directors to conclude that the going concern basis remains appropriate.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Report of the Directors
for the year ended 31st December 2023


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

AUDITORS
The auditors, Smailes Goldie, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





Mrs A Wiltshire - Director


4th October 2024

Report of the Independent Auditors to the Members of
Constellation Cold Logistics UK Midco
Limited

Opinion
We have audited the financial statements of Constellation Cold Logistics UK Midco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31st December 2023 and of the group's loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

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

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

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

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

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Constellation Cold Logistics UK Midco
Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

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

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

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

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, tax legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;
- assessed whether judgements and assumptions made in determining the accounting estimates were
indicative of potential bias; and
- investigated the rationale behind significant or unusual transactions.

Report of the Independent Auditors to the Members of
Constellation Cold Logistics UK Midco
Limited

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;
- reading the minutes of meetings of those charged with governance; and
- enquiring of management as to actual and potential litigation and claims.

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

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




Matthew Fox FCCA (Senior Statutory Auditor)
for and on behalf of Smailes Goldie
Chartered Accountants
Statutory Auditor
Regent's Court
Princess Street
Hull
East Yorkshire
HU2 8BA

7th October 2024

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Consolidated Income Statement
for the year ended 31st December 2023

2023 2022
Notes £    £    £    £   

TURNOVER 3 38,668,395 18,674,393

Cost of sales 28,418,813 9,711,100
GROSS PROFIT 10,249,582 8,963,293

Distribution costs 1,554,168 645,957
Administrative expenses 12,559,546 10,146,839
14,113,714 10,792,796
(3,864,132 ) (1,829,503 )

Other operating income 4 204,768 171,411
OPERATING LOSS 7 (3,659,364 ) (1,658,092 )

Exceptional item 8 98,713 253,110
(3,758,077 ) (1,911,202 )

Interest receivable and similar income 9 13,957 582
(3,744,120 ) (1,910,620 )

Interest payable and similar expenses 10 1,913,482 865,532
LOSS BEFORE TAXATION (5,657,602 ) (2,776,152 )

Tax on loss 11 (528,320 ) 12,075
LOSS FOR THE FINANCIAL YEAR (5,129,282 ) (2,788,227 )
Loss attributable to:
Owners of the parent (5,129,282 ) (2,788,227 )

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Consolidated Other Comprehensive Income
for the year ended 31st December 2023

2023 2022
Notes £    £   

LOSS FOR THE YEAR (5,129,282 ) (2,788,227 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(5,129,282

)

(2,788,227

)

Total comprehensive income attributable to:
Owners of the parent (5,129,282 ) (2,788,227 )

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Consolidated Balance Sheet
31st December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 14 18,440,884 20,672,695
Tangible assets 15 43,886,595 23,313,312
Investments 16 - -
62,327,479 43,986,007

CURRENT ASSETS
Stocks 17 153,419 96,603
Debtors 18 8,921,988 4,259,546
Cash at bank and in hand 942,328 4,020,365
10,017,735 8,376,514
CREDITORS
Amounts falling due within one year 19 14,291,347 5,385,500
NET CURRENT (LIABILITIES)/ASSETS (4,273,612 ) 2,991,014
TOTAL ASSETS LESS CURRENT
LIABILITIES

58,053,867

46,977,021

CREDITORS
Amounts falling due after more than one
year

20

(33,389,588

)

(23,695,550

)

PROVISIONS FOR LIABILITIES 24 (834,217 ) (2,006,556 )
NET ASSETS 23,830,062 21,274,915

CAPITAL AND RESERVES
Called up share capital 25 13,113 8,001
Share premium 26 32,842,315 25,463,522
Retained earnings 26 (9,025,366 ) (4,196,608 )
SHAREHOLDERS' FUNDS 23,830,062 21,274,915

The financial statements were approved by the Board of Directors and authorised for issue on 4th October 2024 and were signed on its behalf by:





Mrs A Wiltshire - Director


Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Company Balance Sheet
31st December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 14 - -
Tangible assets 15 - -
Investments 16 33,332,560 23,956,901
33,332,560 23,956,901

CURRENT ASSETS
Debtors 18 110,779 1,699,703

CREDITORS
Amounts falling due within one year 19 229,934 185,081
NET CURRENT (LIABILITIES)/ASSETS (119,155 ) 1,514,622
TOTAL ASSETS LESS CURRENT
LIABILITIES

33,213,405

25,471,523

CAPITAL AND RESERVES
Called up share capital 25 13,113 8,001
Share premium 26 32,842,315 25,463,522
Retained earnings 26 357,977 -
SHAREHOLDERS' FUNDS 33,213,405 25,471,523

Company's profit for the financial year 57,453 -

The financial statements were approved by the Board of Directors and authorised for issue on 4th October 2024 and were signed on its behalf by:





Mrs A Wiltshire - Director


Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Consolidated Statement of Changes in Equity
for the year ended 31st December 2023

Called up
share Retained Share
capital earnings premium
£    £    £   
Balance at 1st January 2022 8,000 (1,408,381 ) 14,747,864

Changes in equity
Issue of share capital 1 - 10,715,658
Total comprehensive income - (2,788,227 ) -
8,001 (4,196,608 ) 25,463,522
Acquisition of non-controlling
interest

-

-

-
Balance at 31st December 2022 8,001 (4,196,608 ) 25,463,522

Changes in equity
Issue of share capital 5,112 - 9,378,793
Reduction in share capital - 2,000,000 (2,000,000 )
Dividends - (1,699,476 ) -
Total comprehensive income - (5,129,282 ) -
Balance at 31st December 2023 13,113 (9,025,366 ) 32,842,315
Non-controlling Total
Total interests equity
£    £    £   
Balance at 1st January 2022 13,347,483 3,340,165 16,687,648

Changes in equity
Issue of share capital 10,715,659 - 10,715,659
Total comprehensive income (2,788,227 ) - (2,788,227 )
21,274,915 3,340,165 24,615,080
Acquisition of non-controlling
interest

-

(3,340,165

)

(3,340,165

)
Balance at 31st December 2022 21,274,915 - 21,274,915

Changes in equity
Issue of share capital 9,383,905 - 9,383,905
Dividends (1,699,476 ) - (1,699,476 )
Total comprehensive income (5,129,282 ) - (5,129,282 )
Balance at 31st December 2023 23,830,062 - 23,830,062

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Company Statement of Changes in Equity
for the year ended 31st December 2023

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1st January 2022 8,000 - 14,747,863 14,755,863

Changes in equity
Issue of share capital 1 - 10,715,659 10,715,660
Balance at 31st December 2022 8,001 - 25,463,522 25,471,523

Changes in equity
Issue of share capital 5,112 - 9,378,793 9,383,905
Reduction in share capital - 2,000,000 (2,000,000 ) -
Dividends - (1,699,476 ) - (1,699,476 )
Total comprehensive income - 57,453 - 57,453
Balance at 31st December 2023 13,113 357,977 32,842,315 33,213,405

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Consolidated Cash Flow Statement
for the year ended 31st December 2023

2023 2022
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 5,589,206 3,767,820
Interest paid (1,730,824 ) (843,084 )
Interest element of hire purchase
payments paid

(182,658

)

(22,448

)
Tax paid - (236,382 )
Net cash from operating activities 3,675,724 2,665,906

Cash flows from investing activities
Purchase of intangible fixed assets (343,070 ) -
Purchase of tangible fixed assets (3,578,901 ) (1,860,963 )
Sale of tangible fixed assets 417 60,025
Payment to acquire subsidiary (17,902,582 ) -
Cash acquired with subsidiary 1,600,001 -
Payments to acquire minority interest - (9,015,957 )
Interest received 13,957 582
Net cash from investing activities (20,210,178 ) (10,816,313 )

Cash flows from financing activities
New loans in year 4,021,674 16,000,000
Loan repayments in year (836,401 ) (13,856,126 )
Capital repayments in year (1,222,926 ) (493,205 )
Amount introduced by directors 93,303 -
Amount withdrawn by directors (712 ) (93,303 )
Share issue 9,383,905 10,715,658
Compound element of interest paid 564,490 -
Introduced by unconsolidated group co's 1,213,274 -
Non-cash reserves movement 300,524 -
Net cash from financing activities 13,517,131 12,273,024

(Decrease)/increase in cash and cash equivalents (3,017,323 ) 4,122,617
Cash and cash equivalents at
beginning of year

2

3,959,651

(162,966

)

Cash and cash equivalents at end of
year

2

942,328

3,959,651

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Notes to the Consolidated Cash Flow Statement
for the year ended 31st December 2023

1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
2023 2022
£    £   
Loss before taxation (5,657,602 ) (2,776,152 )
Depreciation charges 6,875,428 4,874,580
Loss/(profit) on disposal of fixed assets 197,461 (49,758 )
Government grants (171,411 ) (171,411 )
Finance costs 1,913,482 865,532
Finance income (13,957 ) (582 )
3,143,401 2,742,209
Decrease/(increase) in stocks 14,348 (16,217 )
Decrease/(increase) in trade and other debtors 1,794,799 (799,029 )
Increase in trade and other creditors 636,658 1,840,857
Cash generated from operations 5,589,206 3,767,820

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 31st December 2023
31/12/23 1/1/23
£    £   
Cash and cash equivalents 942,328 4,020,365
Bank overdrafts - (60,714 )
942,328 3,959,651
Year ended 31st December 2022
31/12/22 1/1/22
£    £   
Cash and cash equivalents 4,020,365 30,234
Bank overdrafts (60,714 ) (193,200 )
3,959,651 (162,966 )


Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Notes to the Consolidated Cash Flow Statement
for the year ended 31st December 2023

3. ANALYSIS OF CHANGES IN NET DEBT

Other
non-cash
At 1/1/23 Cash flow changes At 31/12/23
£    £    £    £   
Net cash
Cash at bank
and in hand 4,020,365 (3,078,037 ) 942,328
Bank overdrafts (60,714 ) 60,714 -
3,959,651 (3,017,323 ) 942,328
Debt
Finance leases (1,073,745 ) 1,223,288 (6,226,479 ) (6,076,936 )
Debts falling due
within 1 year (800,000 ) 9,101 - (790,899 )
Debts falling due
after 1 year (22,054,027 ) (6,141,781 ) 564,490 (27,631,318 )
(23,927,772 ) (4,909,392 ) (5,661,989 ) (34,499,153 )
Total (19,968,121 ) (7,926,715 ) (5,661,989 ) (33,556,825 )

4. ACQUISITION OF BUSINESS

On 10 January 2023 the group acquired 100% of the issued share capital of Associated Cold Stores & Transport Limited (now known as Constellation Cold Logistics UK 2 Limited), a company specialising in cold storage facilities and transportation.

£
Acquisition of subsidiary
Total investment 17,900,999
Cash acquired on acquisition of subsidiary (1,600,001 )
16,300,998


At 1st On Cash At 31st
January acquisition flow December
2023 2023
£ £ £ £

Stocks 96,603 71,164 14,348 153,419
Debtors 4,024,499 4,293,530 1,794,799 6,523,230
Creditors 4,296,664 5,102,943 (636,658 ) 10,036,265

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Notes to the Consolidated Financial Statements
for the year ended 31st December 2023

1. STATUTORY INFORMATION

Constellation Cold Logistics UK Midco 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 preparing the financial statements
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.

Going concern

At the year end the group reported a loss before tax of £5,129,282 (2022: £2,788,227) and net current liabilities of £4,273,612 (2022: net current assets £2,991,014) which gives rise to a going concern risk. Accordingly, the directors have prepared financial forecasts covering a period of 12 months to 31 December 2025 in conjunction with a turnaround plan for the business. The financial forecasts show that the business remains reliant on the continued financial support from the company's ultimate parent company. As such confirmation has been received from the ultimate controlling parent pledging their continued financial support through a period of 12 months from the date of approval of these financial statements.

The directors have also considered the impact the potential sale of the wider CCL group to EQT may have on the 's group's ability to continue as a going concern and, having received assurances of the potential new ultimate parent company's intentions, have concluded that should funding be required, it would be provided.

The above factors have led the directors to conclude that the going concern basis remains appropriate.

Basis of consolidation
The group financial statements consolidate the financial statements of Constellation Cold Logistics UK Midco Limited and all its subsidiary undertakings drawn up to 31st December each year.

Turnover
Turnover is measured at fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales tax.

The company recognises revenue at fair value of the consideration received or receivable.

Revenue is calculated as the gross sales value which is reduced for volume discounts, rebates and similar discounts and allowances. Revenue is measured net of customer returns.

Goodwill
Purchased goodwill (representing the excess of the fair value of the consideration given over the fair value of the separable net assets acquired) arising on business combinations is capitalised. Positive goodwill is amortised to zero by equal annual instalments over its estimated useful life of 10 years. The carrying value of goodwill is reviewed whenever there is an indicator of impairment. Any impairment is recognised in the period in which it is identified.

Fixed asset investments
Investments in subsidiary undertakings are held at cost less provision for any permanent diminution in value.

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

2. ACCOUNTING POLICIES - continued

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.

Computer software is being amortised evenly over its estimated useful life of five years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Freehold property - 5% on cost
Improvements to property - 20% on cost and 5% on cost
Plant and machinery - 33% on cost and 20% on cost
Fixtures and fittings - 33% on cost and 20% on cost
Motor vehicles - 20% on cost

Government grants
Government grants are included within accruals and deferred income in the balance sheet and credited to the statement of comprehensive income over the expected useful lives of the assets to which they relate or periods in which the related costs are incurred. Amounts recognised in the statement of comprehensive income are presented under the heading "Other operating income".

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

2. ACCOUNTING POLICIES - continued

Financial instruments
All financial assets and liabilities are initially measured at transaction price, including transaction costs, except for those financial assets classified at fair value through profit or loss, which are initially measured at fair value (at transaction price excluding transaction costs) unless the arrangement constitutes a financing transaction.

Financial assets and financial liabilities are only offset in the Group balance sheet when, and only when, there is a legally enforceable right to set off the recognised amounts and the Group intends to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Debt instruments (other than those repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at the present value of the future cash flows and subsequently amortised using the effective interest method.

Creditors
Short-term creditors are measured at transaction price. Other financial liabilities, including bank
loans, are measured initially at fair value, net of transaction costs.

Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are
measured initially at fair value, net of transaction costs.

Cash and cash equivalents
Cash is represented by cash on hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts which are repayable on demand and form an integral part of the Group's cash management.

Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated financial instrument.

Impairment
Financial assets measured at 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 profit or loss.

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 effective interest rate. If a 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. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.

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.


Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

2. ACCOUNTING POLICIES - continued
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 plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a scheme whose assets are held separately in independently administered funds. Once the contributions have been paid, the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are presented as other creditors within creditors falling due within one year.

3. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

4. OTHER OPERATING INCOME
2023 2022
£    £   
Sundry receipts 33,357 -
Government grants 171,411 171,411
204,768 171,411

5. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 14,401,218 5,964,607
Social security costs 1,371,615 687,299
Other pension costs 494,942 192,955
16,267,775 6,844,861

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

5. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
2023 2022

Directors 3 3
Management, sales and distribution 360 139
363 142

6. DIRECTORS' EMOLUMENTS

Group 2023 2022
£ £
Directors' remuneration
Directors' remuneration 520,195 501,825
Director's contribution to money purchase pension scheme 7,577 -

Company 2023 2022
£ £
Directors' remuneration
Directors' remuneration - -
Directors' pension contributions to money purchase schemes - -

Information regarding the highest paid director is as follows:
2023 2022
£ £
Emoluments etc. - -
Directors' pension contributions to money purchase schemes - -

7. OPERATING LOSS

The operating loss is stated after charging/(crediting):

2023 2022
£    £   
Other operating leases 43,310 41,739
Depreciation - owned assets 3,637,097 1,969,166
Depreciation - assets on hire purchase contracts 1,157,478 321,326
Loss/(profit) on disposal of fixed assets 4,374 (49,758 )
Goodwill amortisation 2,027,204 2,584,088
Computer software amortisation 54,170 -
Auditors' remuneration 60,450 48,000
Auditors' remuneration for non audit work 8,500 6,000

8. EXCEPTIONAL ITEMS

2023 2022
£ £
Cost of fundamental reorganisation (98,713 ) (253,110 )
(98,713 ) (128,000 )

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

9. INTEREST RECEIVABLE AND SIMILAR INCOME
2023 2022
£    £   
Deposit account interest 13,245 582
Other interest received 712 -
13,957 582

10. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
Bank interest 34,020 1,617
Bank loan interest 1,019,716 410,863
ID interest and charges 110,782 10,830
Other interest payable 566,306 419,774
Hire purchase 182,658 22,448
1,913,482 865,532

11. TAXATION

Analysis of the tax (credit)/charge
The tax (credit)/charge on the loss for the year was as follows:
2023 2022
£    £   
Current tax:
Prior year (over)/under
provision 71,595 -

Deferred tax (599,915 ) 12,075
Tax on loss (528,320 ) 12,075

UK corporation tax was charged at 19 %) in 2022.

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

11. TAXATION - continued

Reconciliation of total tax (credit)/charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£    £   
Loss before tax (5,657,602 ) (2,776,152 )
Loss multiplied by the standard rate of corporation tax in the UK of
23.520 % (2022 - 19 %)

(1,330,668

)

(527,469

)

Effects of:
Expenses not deductible for tax purposes 60,205 54,122
Income not taxable for tax purposes (40,317 ) (32,581 )
Depreciation in excess of capital allowances 92,407 27,603
Adjustments to tax charge in respect of previous periods 84,065 -
Change in rate of deferred tax (36,352 ) 725
Amortisation of goodwill 476,798 490,977
Deferred tax not recognised 146,573 (920 )
Other permanent differences 257 188
Other tax adjustments, reliefs and transfers (67,783 ) (570 )
Temporary timing differences (3 ) -
Depreciation on consolidation adjustments 86,498 -
Total tax (credit)/charge (528,320 ) 12,075

12. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


13. DIVIDENDS
2023 2022
£    £   
Ordinary shares of £1 each
Interim 1,699,476 -

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

14. INTANGIBLE FIXED ASSETS

Group
Computer
Goodwill software Totals
£    £    £   
COST
At 1st January 2023 25,210,227 - 25,210,227
Additions (556,883 ) 344,653 (212,230 )
Disposals - (129,619 ) (129,619 )
Reclassification/transfer - 699,682 699,682
At 31st December 2023 24,653,344 914,716 25,568,060
AMORTISATION
At 1st January 2023 4,537,532 - 4,537,532
Amortisation for year 2,027,204 54,170 2,081,374
Eliminated on disposal - (129,616 ) (129,616 )
Reclassification/transfer - 637,886 637,886
At 31st December 2023 6,564,736 562,440 7,127,176
NET BOOK VALUE
At 31st December 2023 18,088,608 352,276 18,440,884
At 31st December 2022 20,672,695 - 20,672,695

On 10 January 2023 the group acquired 100% of the share capital of Associated Cold Stores & Transport Limited (now known as Constellation Cold Logistics UK 2 Limited following a change of name on 22 June 2023) for a total consideration of £17.9m which included £1.25m of directly attributable costs.

The fair value of assets and liabilities acquired at the acquisition date are as follows:
£
Fixed assets 15,831,790
Stock 71,164
Trade and other debtors 6,057,870
Cash 1,600,001
Trade and other creditors (4,325,481 )
Provision for liabilities (777,462 )
Fair value of net assets acquired 18,457,882

Total consideration 17,900,999
Goodwill on acquisition (556,883 )
Negative goodwill has been amortised directly to the income statement.

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

15. TANGIBLE FIXED ASSETS

Group
Improvements
Freehold to Plant and
property property machinery
£    £    £   
COST
At 1st January 2023 23,947,699 415,529 3,556,781
Additions 1,794,670 - 3,507,933
Disposals (198,767 ) - (102,907 )
On acquisition of subsidiary 39,147,028 (415,529 ) 11,194,588
At 31st December 2023 64,690,630 - 18,156,395
DEPRECIATION
At 1st January 2023 4,239,387 141,197 2,853,763
Charge for year 1,958,502 - 649,402
Eliminated on disposal (5,678 ) - (102,274 )
On acquisition of subsidiary 26,347,698 (141,197 ) 10,404,922
At 31st December 2023 32,539,909 - 13,805,813
NET BOOK VALUE
At 31st December 2023 32,150,721 - 4,350,582
At 31st December 2022 19,708,312 274,332 703,018

Fixtures
and Motor
fittings vehicles Totals
£    £    £   
COST
At 1st January 2023 2,353,136 5,838,984 36,112,129
Additions 891,763 3,601,376 9,795,742
Disposals (202,264 ) (350 ) (504,288 )
On acquisition of subsidiary 2,491,793 4,598,652 57,016,532
At 31st December 2023 5,534,428 14,038,662 102,420,115
DEPRECIATION
At 1st January 2023 1,059,613 4,504,857 12,798,817
Charge for year 558,922 1,627,749 4,794,575
Eliminated on disposal (198,238 ) (220 ) (306,410 )
On acquisition of subsidiary 1,512,156 3,122,959 41,246,538
At 31st December 2023 2,932,453 9,255,345 58,533,520
NET BOOK VALUE
At 31st December 2023 2,601,975 4,783,317 43,886,595
At 31st December 2022 1,293,523 1,334,127 23,313,312

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

15. TANGIBLE FIXED ASSETS - continued

Group

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Fixtures
Plant and and Motor
machinery fittings vehicles Totals
£    £    £    £   
COST
At 1st January 2023 689,774 339,000 3,155,000 4,183,774
Additions 2,294,541 782,997 3,582,960 6,660,498
Transfer to ownership (689,774 ) (339,000 ) - (1,028,774 )
At 31st December 2023 2,294,541 782,997 6,737,960 9,815,498
DEPRECIATION
At 1st January 2023 674,522 244,834 1,905,221 2,824,577
Charge for year 39,000 65,250 1,053,228 1,157,478
Transfer to ownership (674,522 ) (244,834 ) - (919,356 )
At 31st December 2023 39,000 65,250 2,958,449 3,062,699
NET BOOK VALUE
At 31st December 2023 2,255,541 717,747 3,779,511 6,752,799
At 31st December 2022 15,252 94,166 1,249,779 1,359,197

16. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1st January 2023 23,956,901
Additions 9,428,985
Reclassification/transfer (53,326 )
At 31st December 2023 33,332,560
NET BOOK VALUE
At 31st December 2023 33,332,560
At 31st December 2022 23,956,901


Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

16. FIXED ASSET INVESTMENTS - continued


The directors have considered if indicators of impairment were present at the balance sheet date and concluded that they were not.

The directors believe the carrying value of the investments are supported by their underlying net assets and future cashflows.

Details of subsidiary undertakings at the year end are as follows:

Name of company Holding Percentage
held
Nature of business

Constellation Cold Logistics UK Holdings
Limited
Ordinary shares 100 Intermediate holding
company

Constellation Cold Logistics UK Limited Ordinary shares 100 Cold storage

Constellation Cold Logistics UK 2
Limited
Ordinary shares 100 Cold storage

Cryotech (Grimsby) Limited Ordinary shares 100 Dormant

SAL Commercials Limited Ordinary shares 100 Dormant

On 14th September 2022 the trade and assets of Cryotech (Grimsby) Limited and SAL Commercials Limited was hived up into their immediate parent company Constellation Cold Logistics UK Limited.

On 15th December 2022 Constellation Cold Logistics UK Midco Limited purchased 100% of the issued Ordinary B shares in its subsidiary Constellation Cold Logistics UK LImited for consideration of £9,015,957 from the minority shareholder.

On 10th January 2023 Constellation Cold Logistics UK Limited purchased 100% of the share capital of Associated Cold Stores & Transport Limited (this company was later renamed Constellation Cold Logistics UK 2 Limited).

All of the companies prepare financial statements for the year ended 31st December 2023, and are registered and operate in England & Wales. The registered office for all of the above companies is Birchin Way, Grimsby, DN31 2SG.

The fair values of assets and liabilities acquired are disclosed in note 14.

17. STOCKS

Group
2023 2022
£    £   
Stocks 153,419 96,603

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

18. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Trade debtors 6,830,576 3,181,426 - -
Amounts owed by group undertakings - - 110,779 118,718
Other debtors 41,630 234,101 - 1,580,985
Invoice discounting advances - 2,032 - -
Directors' current accounts 712 93,303 - -
Tax 69,903 141,744 - -
Deferred tax asset 357,946 - - -
Prepayments and accrued income 1,621,221 606,940 - -
8,921,988 4,259,546 110,779 1,699,703

Deferred tax asset
Group Company
2023 2022 2023 2022
£    £    £    £   
Deferred tax 357,946 - - -

19. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Bank loans and overdrafts (see note 21) 790,899 860,714 - -
Hire purchase contracts (see note 22) 1,314,807 599,774 - -
Trade creditors 3,677,281 1,664,430 - -
Amounts owed to group undertakings 2,009,175 795,901 229,934 185,081
Social security and other taxes 428,848 216,990 - -
VAT 1,011,870 600,359 - -
Other creditors 107,523 398,377 - -
Invoice factoring facility 1,970,559 - - -
Accruals and deferred income 2,808,974 248,955 - -
Deferred government grants 171,411 - - -
14,291,347 5,385,500 229,934 185,081

20. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group
2023 2022
£    £   
Bank loans (see note 21) 14,372,700 15,200,000
Other loans (see note 21) 13,258,618 6,854,027
Hire purchase contracts (see note 22) 4,762,129 473,971
Deferred government grants 996,141 1,167,552
33,389,588 23,695,550

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

21. LOANS

An analysis of the maturity of loans is given below:

Group
2023 2022
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts - 60,714
Bank loans 790,899 800,000
790,899 860,714
Amounts falling due between one and two years:
Bank loans - 1-2 years 800,000 800,000
Amounts falling due between two and five years:
Bank loans - 2-5 years 13,572,700 14,400,000
Other loans - 2-5 years - 6,854,027
13,572,700 21,254,027
Amounts falling due in more than five years:
Repayable otherwise than by instalments
Other loans more 5yrs 13,258,618 -

22. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2023 2022
£    £   
Net obligations repayable:
Within one year 1,314,807 599,774
Between one and five years 4,694,155 473,971
In more than five years 67,974 -
6,076,936 1,073,745

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

23. SECURED DEBTS

The following secured debts are included within creditors:

Group
2023 2022
£    £   
Bank overdraft - 60,714
Bank loans 15,163,599 16,000,000
Hire purchase contracts 6,076,936 1,073,745
21,240,535 17,134,459

The bank loans and overdrafts are secured by a fixed and floating charge over all assets of the company. The hire purchase contracts are secured over the asset the contract relates to.

24. PROVISIONS FOR LIABILITIES

Group
2023 2022
£    £   
Deferred tax - 2,006,556

Other provisions 834,217 -

Aggregate amounts 834,217 2,006,556

Group
Deferred
tax
£   
Balance at 1st January 2023 2,006,556
Acquired with subsidiaries (1,764,340 )
(Credit)/charge for the year (599,915 )
Prior year adjustment (247 )
Balance at 31st December 2023 (357,946 )

25. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
13,113 Ordinary £1 13,113 8,001

5,112 Ordinary shares of £1 each were allotted as fully paid at a premium of £1,834.662167 per share during the year.

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

26. RESERVES

Group
Retained Share
earnings premium Totals
£    £    £   

At 1st January 2023 (4,196,608 ) 25,463,522 21,266,914
Deficit for the year (5,129,282 ) (5,129,282 )
Dividends (1,699,476 ) (1,699,476 )
Issue of share capital - 9,378,793 9,378,793
Reduction in share capital 2,000,000 (2,000,000 ) -
At 31st December 2023 (9,025,366 ) 32,842,315 23,816,949

Company
Retained Share
earnings premium Totals
£    £    £   

At 1st January 2023 - 25,463,522 25,463,522
Profit for the year 57,453 57,453
Dividends (1,699,476 ) (1,699,476 )
Issue of share capital - 9,378,793 9,378,793
Reduction in share capital 2,000,000 (2,000,000 ) -
At 31st December 2023 357,977 32,842,315 33,200,292

On 31 October 2023 the company completed a capital reduction transaction that reduced the value of Share Premium by £2,000,000.

27. PENSION COMMITMENTS

The group operates defined contribution pension schemes, the cost to the group for the period ended 31 December 2023 was £437,365 (2022 £192,955). The amount outstanding at 31 December 2023 was £65,282 (2022 £64,741).

28. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

Group
On 15 December 2022 as a result of a wider restructuring of the group, a payment was made to Mr Howard of £124,592 in relation to interest on loan notes held in Constellation Cold Logistics UK Holdings Limited. In the subsequent months it transpired that this was £93,303 in excess of what it should have been. Mr Howard repaid the excess in full on 18 May 2023 as soon as he was made aware of the issue. During the year, interest totalling £712 was charged on this overdrawn amount at H.M. Revenue & Customs approved rates.

29. RELATED PARTY DISCLOSURES

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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Notes to the Consolidated Financial Statements - continued
for the year ended 31st December 2023

29. RELATED PARTY DISCLOSURES - continued

Entities with control, joint control or significant influence over the entity
2023 2022
£    £   
Amount due to related party 1,654,736 185,081

Other related parties
2023 2022
£    £   
Amount due to related party 354,439 -

30. POST BALANCE SHEET EVENTS

On 24th June it was announced that the ultimate parent company, Arcus Infrastructure Partners, had agreed to sell the whole of the Constellation Cold Group to EQT, a global investment organisation with assets in Europe, Asia-Pacific and the Americas. The acquisition is expected to complete in the months following.

31. ULTIMATE CONTROLLING PARTY

As at the year end date the controlling party is Constellation Cold Logistics United Kingdom S.a.r.l. a company registered in Luxembourg.