REGISTERED NUMBER: |
Constellation Cold Logistics UK Holdings |
Limited |
Audited Financial Statements for the Year Ended 31st December 2023 |
REGISTERED NUMBER: |
Constellation Cold Logistics UK Holdings |
Limited |
Audited Financial Statements for the Year Ended 31st December 2023 |
Constellation Cold Logistics UK Holdings |
Limited (Registered number: 13041894) |
Contents of the Financial Statements |
for the year ended 31st December 2023 |
Page |
Company Information | 1 |
Balance Sheet | 2 |
Notes to the Financial Statements | 3 |
Constellation Cold Logistics UK Holdings |
Limited |
Company Information |
for the year ended 31st December 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
INDEPENDENT AUDITORS: |
Chartered Accountants |
Statutory Auditor |
Regent's Court |
Princess Street |
Hull |
East Yorkshire |
HU2 8BA |
Constellation Cold Logistics UK Holdings |
Limited (Registered number: 13041894) |
Balance Sheet |
31st December 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Investments | 4 |
CURRENT ASSETS |
Debtors | 5 |
CREDITORS |
Amounts falling due within one year | 6 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
7 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital |
Share premium |
Retained earnings | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS |
In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered. |
The financial statements were approved by the Board of Directors and authorised for issue on |
Constellation Cold Logistics UK Holdings |
Limited (Registered number: 13041894) |
Notes to the Financial Statements |
for the year ended 31st December 2023 |
1. | STATUTORY INFORMATION |
Constellation Cold Logistics UK Holdings Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Going concern |
At the year end the company reported a loss before tax of £638,900 (2022: £419,774) and net current liabilities of £65,645 (2022: £57,901) 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 above factors have led the directors to conclude that the going concern basis remains appropriate. |
Preparation of consolidated financial statements |
The financial statements contain information about Constellation Cold Logistics UK Holdings Limited as an individual company and do not contain consolidated information as the parent of a group. The company is exempt under section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent. |
Related party exemption |
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. |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the 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 Holdings |
Limited (Registered number: 13041894) |
Notes to the 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. |
Trade and other debtors |
Trade and other debtors are initially recognised at the transaction price and subsequently measured using the amortised cost method which uses the effective interest method. At each balance sheet date, the directors asses trade and other debtors for evidence of indicators of impairment and where the directors conclude that amounts in respect of trade and other debtors are not recoverable, a specific bad debt provision is recognised. Trade debtors are not interest-bearing. Where the effects of discounting trade and other debtors is judged to be immaterial, such debtors are stated at cost less impairment losses in respect of bad debts. |
Trade and other creditors |
Trade and other creditors are initially recognised in the financial statements at transaction price. Trade and other creditors are then subsequently measured at amortised cost using the effective interest method, unless the effects of discounting would be considered immaterial. If the effects of discounting are judged to be immaterial, trade and other creditors are stated at cost. Trade creditors are not interest-bearing. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was NIL (2022 - NIL). |
4. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1st January 2023 |
Additions |
At 31st December 2023 |
NET BOOK VALUE |
At 31st December 2023 |
At 31st December 2022 |
Constellation Cold Logistics UK Holdings |
Limited (Registered number: 13041894) |
Notes to the Financial Statements - continued |
for the year ended 31st December 2023 |
4. | FIXED ASSET INVESTMENTS - continued |
At 31 December 2023 the company had the following subsidiaries: |
Name |
Type of shares held |
Proportion held |
Country of registration |
Principal activity |
Constellation Cold Logistics UK Limited | Ordinary | 100% | England & Wales |
Operator of cold storage premises |
Constellation Cold Logistics UK 2 Limited (previously known as Associated Cold Stores & Transport Limited) |
Ordinary | 100% | England & Wales |
Operator of cold storage premises |
SAL Commercials Limited | Ordinary | 100% | England & Wales |
Dormant |
Cryotech (Grimsby) Limited | Ordinary | 100% | England & Wales |
Dormant |
The additions in the year relate to a further 583 shares issued at a premium by the company's subsidiary, Constellation Cold Logistics UK Limited on 6 January 2023. |
The shares in Constellation Cold Logistics UK 2 Limited, SAL Commercials Limited and Cryotech (Grimsby) Limited are owned by Constellation Cold Logistics UK Limited. The registered office of all of the above companies is Birchin Way, Grimsby, DN31 2SG. |
On 14 September 2022 the trade and assets of SAL Commercials Limited and Cryotech (Grimsby) Limited was hived up to their parent company Constellation Cold Logistics UK Limited. |
The shares in Constellation Cold Logistics UK 2 Limited were acquired on 10 January 2023. |
5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Amounts owed by group undertakings |
Director's loan account |
6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Amounts owed to group undertakings |
Taxation and social security |
7. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2023 | 2022 |
£ | £ |
Other creditors |
Constellation Cold Logistics UK Holdings |
Limited (Registered number: 13041894) |
Notes to the Financial Statements - continued |
for the year ended 31st December 2023 |
7. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR - continued |
2023 | 2022 |
£ | £ |
Amounts falling due in more than five years: |
Repayable otherwise than by instalments |
Other loans due to related |
parties |
Loans due to related parties are unsecured, repayable in 2031 and compound interest is charged bi-annually at 5%. |
8. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
The Report of the Auditors was unqualified. |
for and on behalf of |
9. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to a director subsisted during the years ended 31st December 2023 and 31st December 2022: |
2023 | 2022 |
£ | £ |
Balance outstanding at start of year |
Amounts advanced |
Amounts repaid | ( |
) |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year |
Interest on overdrawn loan balances was charged at HMRC approved rates. |
10. | 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. |
11. | ULTIMATE CONTROLLING PARTY |
At the year end the ultimate controlling party is Constellation Cold Logistics United Kingdom s.a.r.l. a company registered in Luxembourg. |