IRIS Accounts Production v24.2.0.383 04874009 Board of Directors 1.1.23 31.12.23 31.12.23 the operation of cold storage facilities. true false true true false false true true true false Ordinary 1.00000 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REGISTERED NUMBER: 04874009 (England and Wales)






















Constellation Cold Logistics UK Limited

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31st December 2023






Constellation Cold Logistics UK Limited (Registered number: 04874009)






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




Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Income Statement 9

Other Comprehensive Income 10

Balance Sheet 11

Statement of Changes in Equity 12

Notes to the Financial Statements 13


Constellation Cold Logistics UK Limited

Company Information
for the year ended 31st December 2023







DIRECTORS: A J Howard
Mrs A Wiltshire





SECRETARY: Ms C A Howard





REGISTERED OFFICE: Birchen Way
Grimsby
NE Lincolnshire
DN31 2SG





REGISTERED NUMBER: 04874009 (England and Wales)





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

Constellation Cold Logistics UK Limited (Registered number: 04874009)

Strategic Report
for the year ended 31st December 2023

The directors present their strategic report for the year ended 31st December 2023.

REVIEW OF BUSINESS
The principal activity is the operation 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 Change
£ £ %

Turnover 20,728,268 13,812,459 +50%
Operating profit 572,442 41,624 +1740%
(Loss)/profit after tax (678,388 ) (2,835,165 ) -76%
Equity shareholders funds 17,248,291 4,521,100 +282%

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 the company rebranded in line with its parent company, resulting in a name change to Constellation Cold Logistics UK Limited.

The increase in turnover and operating profit relates to the hive up of SAL Commercials Limited and Cryotech (Grimsby) Limited in September 2022 and as such the full year effect.

The increase in shareholder' funds relates to the issue of 583 ordinary shares at a premium of £22,993 per share offset partially by the loss for the year of £678,388.

PRINCIPAL RISKS AND UNCERTAINTIES
The company'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 company utilises available resources with support from close related parties. Effective cash flow forecasting is sufficient to enable the effective provision of resources and any significant cash outflows are adequately budgeted for.

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.

FINANCIAL INSTRUMENTS
The company 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 company does not enter into any formally designated hedging arrangements.

The company has, for a number of years, used invoice discounting to assist working capital.


Constellation Cold Logistics UK Limited (Registered number: 04874009)

Strategic Report
for the year ended 31st December 2023

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.
The assets of the transport business have already been transferred, being limited to trucks and trailers, this was done on 1 May for the transport function in Grimsby and on 1 June for the function in Wolverhampton.

During 2024, the development of a new cold store has commenced in the Grimsby location and is expected to be on line in early 2025.

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 Limited (Registered number: 04874009)

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

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

DIVIDENDS
No dividends will be distributed for the year ended 31st December 2023.

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.

DIRECTOR
A J Howard held office during the whole of the period from 1st January 2023 to the date of this report.

Other changes in directors holding office are as follows:

Mrs A Wiltshire was appointed as a director after 31st December 2023 but prior to the date of this report.

GOING CONCERN
At the year end the company reported a loss before tax of £816,692 (2022: £1,347,328) and net current liabilities of £15,662,016 (2022: £8,728,843) 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 company'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 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

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

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

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 company'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 company's auditors are aware of that information.

Constellation Cold Logistics UK Limited (Registered number: 04874009)

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


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 Limited

Opinion
We have audited the financial statements of Constellation Cold Logistics UK Limited (the 'company') for the year ended 31st December 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 company's affairs as at 31st December 2023 and of its loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

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

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

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

Other information
The directors are responsible for the other information. The other information comprises the information in the 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 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 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 Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report 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, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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 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 Limited (Registered number: 04874009)

Income Statement
for the year ended 31st December 2023

2023 2022
Notes £    £   

TURNOVER 20,728,268 13,812,459

Cost of sales 11,148,253 5,993,219
GROSS PROFIT 9,580,015 7,819,240

Administrative expenses 9,616,060 7,879,860
(36,045 ) (60,620 )

Other operating income 608,487 102,244
OPERATING PROFIT 4 572,442 41,624

Exceptional item 5 41,958 1,071,680
530,484 (1,030,056 )


Interest payable and similar expenses 6 1,347,176 317,272
LOSS BEFORE TAXATION (816,692 ) (1,347,328 )

Tax on loss 7 (138,304 ) 1,487,837
LOSS FOR THE FINANCIAL YEAR (678,388 ) (2,835,165 )

Constellation Cold Logistics UK Limited (Registered number: 04874009)

Other Comprehensive Income
for the year ended 31st December 2023

2023 2022
Notes £    £   

LOSS FOR THE YEAR (678,388 ) (2,835,165 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(678,388

)

(2,835,165

)

Constellation Cold Logistics UK Limited (Registered number: 04874009)

Balance Sheet
31st December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 8 29,306,822 24,085,970
Investments 9 25,600,809 8,012,052
54,907,631 32,098,022

CURRENT ASSETS
Stocks 10 85,205 96,603
Debtors 11 5,481,929 4,018,661
Cash at bank and in hand 315 4,020,365
5,567,449 8,135,629
CREDITORS
Amounts falling due within one year 12 21,229,465 16,864,472
NET CURRENT LIABILITIES (15,662,016 ) (8,728,843 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

39,245,615

23,369,179

CREDITORS
Amounts falling due after more than one
year

13

(20,130,970

)

(16,841,523

)

PROVISIONS FOR LIABILITIES 17 (1,866,354 ) (2,006,556 )
NET ASSETS 17,248,291 4,521,100

CAPITAL AND RESERVES
Called up share capital 18 1,716 1,133
Share premium 19 13,404,996 -
Merger reserve 19 2,999,870 2,999,870
Retained earnings 19 841,709 1,520,097
SHAREHOLDERS' FUNDS 17,248,291 4,521,100

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 Limited (Registered number: 04874009)

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

Called up
share Retained Share Merger Total
capital earnings premium reserve equity
£    £    £    £    £   
Balance at 1st January 2022 1,133 4,355,262 - 2,999,870 7,356,265

Changes in equity
Total comprehensive income - (2,835,165 ) - - (2,835,165 )
Balance at 31st December 2022 1,133 1,520,097 - 2,999,870 4,521,100

Changes in equity
Issue of share capital 583 - 13,404,996 - 13,405,579
Total comprehensive income - (678,388 ) - - (678,388 )
Balance at 31st December 2023 1,716 841,709 13,404,996 2,999,870 17,248,291

Constellation Cold Logistics UK Limited (Registered number: 04874009)

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

1. STATUTORY INFORMATION

Constellation Cold Logistics UK 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 Company 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 the Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historic cost convention.

Going Concern
At the year end the company reported a loss before tax of £816,692 (2022: £1,347,328) and net current liabilities of £15,662,016 (2022: £8,728,843) 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 company'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.

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows;
the requirement of paragraph 3.17(d);
the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and
11.48(c);
the requirement of paragraph 33.7.

Preparation of consolidated financial statements
The financial statements contain information about Constellation Cold Logistics UK Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

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.

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

Constellation Cold Logistics UK Limited (Registered number: 04874009)

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

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset (once brought into use) over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Freehold Property- 20% on cost and 5% on cost
Improvement 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".

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

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

Constellation Cold Logistics UK Limited (Registered number: 04874009)

Notes to the 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 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 Limited (Registered number: 04874009)

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.

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. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 6,940,167 4,334,351
Social security costs 670,267 436,561
Other pension costs 140,112 160,348
7,750,546 4,931,260

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

Average number of employees 152 91

2023 2022
£    £   
Director's remuneration 425,480 438,218

Constellation Cold Logistics UK Limited (Registered number: 04874009)

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

3. EMPLOYEES AND DIRECTORS - continued

Information regarding the highest paid director is as follows:
2023 2022
£    £   
Emoluments etc 425,480 438,218

4. OPERATING PROFIT

The operating profit is stated after charging:

2023 2022
£    £   
Other operating leases 479,574 795,245
Depreciation - owned assets 2,036,351 1,093,085
Depreciation - assets on hire purchase contracts 1,157,478 321,326
Auditors' remuneration 25,000 24,000

5. EXCEPTIONAL ITEMS

31.12.202331.12.2022
££
Cost of fundamental reorganisation(41,958)(253,110 )
Impairment of fixed asset investments -(818,570 )
(41,958 ) (1,071,680 )

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
Bank interest 34,020 1,617
Bank loan interest 1,019,716 294,129
Factor interest and charges 110,782 -
Hire purchase 182,658 21,526
1,347,176 317,272

7. 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 provision 1,651 (3,884 )
Group relief - 1,986
Total current tax 1,651 (1,898 )

Deferred tax (139,955 ) 1,489,735
Tax on loss (138,304 ) 1,487,837

Constellation Cold Logistics UK Limited (Registered number: 04874009)

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

7. 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 (816,692 ) (1,347,328 )
Loss multiplied by the standard rate of corporation tax in the UK of
23.520% (2022 - 19%)

(192,086

)

(255,992

)

Effects of:
Expenses not deductible for tax purposes 59,851 209,871
Income not taxable for tax purposes (40,317 ) (19,426 )
Capital allowances in excess of depreciation - (1,372,917 )
Depreciation in excess of capital allowances 86,299 -
Adjustments to tax charge in respect of previous periods 1,651 (3,884 )
Other tax adjustments, reliefs and transfers (45,419 ) 2,448,671
Remeasurement of deferred tax for changes in tax rates (8,283 ) 481,514

Total tax (credit)/charge (138,304 ) 1,487,837

8. TANGIBLE FIXED ASSETS
Improvements
Freehold to Plant and
property property machinery
£    £    £   
COST
At 1st January 2023 23,947,699 415,529 4,477,278
Additions 1,633,522 - 2,600,938
Disposals (193,089 ) - -
Transfer 415,529 (415,529 ) -
At 31st December 2023 25,803,661 - 7,078,216
DEPRECIATION
At 1st January 2023 3,466,729 141,197 3,168,266
Charge for year 1,185,659 - 434,498
Transfer 141,197 (141,197 ) -
At 31st December 2023 4,793,585 - 3,602,764
NET BOOK VALUE
At 31st December 2023 21,010,076 - 3,475,452
At 31st December 2022 20,480,970 274,332 1,309,012

Constellation Cold Logistics UK Limited (Registered number: 04874009)

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

8. TANGIBLE FIXED ASSETS - continued

Fixtures
and Motor
fittings vehicles Totals
£    £    £   
COST
At 1st January 2023 1,432,639 5,838,984 36,112,129
Additions 788,334 3,584,976 8,607,770
Disposals - - (193,089 )
Transfer - - -
At 31st December 2023 2,220,973 9,423,960 44,526,810
DEPRECIATION
At 1st January 2023 745,110 4,504,857 12,026,159
Charge for year 329,462 1,244,210 3,193,829
Transfer - - -
At 31st December 2023 1,074,572 5,749,067 15,219,988
NET BOOK VALUE
At 31st December 2023 1,146,401 3,674,893 29,306,822
At 31st December 2022 687,529 1,334,127 24,085,970

Fixed assets acquired by the company on the transfer of trade and assets from its subsidiaries in the year are shown as 'Transfers' in the disclosure above.

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 2,357,000 3,385,774
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 5,939,960 9,017,498
DEPRECIATION
At 1st January 2023 674,522 244,834 1,289,590 2,208,946
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 2,342,818 2,447,068
NET BOOK VALUE
At 31st December 2023 2,255,541 717,747 3,597,142 6,570,430
At 31st December 2022 15,252 94,166 1,067,410 1,176,828

Constellation Cold Logistics UK Limited (Registered number: 04874009)

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

9. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1st January 2023 8,012,052
Additions 17,588,757
At 31st December 2023 25,600,809
NET BOOK VALUE
At 31st December 2023 25,600,809
At 31st December 2022 8,012,052

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 2
Limited
Ordinary shares 100 Cold storage

Cryotech (Grimsby) Limited Ordinary shares 100 Dormant

Sal Commercials Limited Ordinary shares 100 Dormant

All of the companies prepare financial statements for the year ended 31st December 2023, and are registered and operate in England & Wales.

The trade and assets of Sal Commercials Limited and Cryotech (Grimsby) Limited were hived up to Constellation Cold Logistics UK Limited in September 2022.

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

Constellation Cold Logistics UK Limited (Registered number: 04874009)

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

10. STOCKS
2023 2022
£    £   
Stocks 85,205 96,603

11. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade debtors 3,557,030 3,181,426
Amounts owed by group undertakings 699,987 120,707
Other debtors 38,865 37,812
Tax 69,878 71,776
Prepayments and accrued income 1,116,169 606,940
5,481,929 4,018,661

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Bank loans and overdrafts (see note 14) 864,894 800,000
Hire purchase contracts (see note 15) 1,314,807 599,774
Trade creditors 1,471,323 1,664,430
Amounts owed to group undertakings 13,193,630 12,343,416
Social security and other taxes 213,127 209,161
VAT 648,446 600,359
Other creditors 107,523 185,879
Factor company 1,970,559 212,498
Accruals and deferred income 1,273,745 248,955
Deferred government grants 171,411 -
21,229,465 16,864,472

13. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2023 2022
£    £   
Bank loans (see note 14) 14,372,700 15,200,000
Hire purchase contracts (see note 15) 4,762,129 473,971
Deferred government grants 996,141 1,167,552
20,130,970 16,841,523

14. LOANS

An analysis of the maturity of loans is given below:

2023 2022
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts 73,995 -
Bank loans 790,899 800,000
864,894 800,000

Constellation Cold Logistics UK Limited (Registered number: 04874009)

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

14. LOANS - continued
2023 2022
£    £   
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

15. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

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

Non-cancellable operating leases
2023 2022
£    £   
Within one year - 5,161

16. SECURED DEBTS

The following secured debts are included within creditors:

2023 2022
£    £   
Bank overdraft 73,995 -
Bank loans 15,163,599 16,000,000
Hire purchase contracts 6,076,936 1,073,745
21,314,530 17,073,745

The bank loans and overdraft 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.

17. PROVISIONS FOR LIABILITIES
2023 2022
£    £   
Deferred tax 1,866,354 2,006,556

Constellation Cold Logistics UK Limited (Registered number: 04874009)

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

17. PROVISIONS FOR LIABILITIES - continued

Deferred
tax
£   
Balance at 1st January 2023 2,006,556
Credit to Income Statement during year (139,955 )
Prior period adjustment (247 )
Balance at 31st December 2023 1,866,354

18. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
1,716 Ordinary £1 1,716 1,133

Within the year the company issued an additional 583 ordinary shares at a premium of £22,993.

19. RESERVES
Retained Share Merger
earnings premium reserve Totals
£    £    £    £   

At 1st January 2023 1,520,097 - 2,999,870 4,519,967
Deficit for the year (678,388 ) (678,388 )
Cash share issue - 13,404,996 - 13,404,996
At 31st December 2023 841,709 13,404,996 2,999,870 17,246,575

20. PENSION COMMITMENTS

The entity operates defined contribution pension schemes, the cost to the etntity for the period ended 31 December 2023 was £140,112 (2022: £164,345). The amount outstanding at 31 December 2023 was £14,179 (2022: £12,617).

21. CAPITAL COMMITMENTS
2023 2022
£    £   
Contracted but not provided for in the
financial statements 1,298,672 4,299,552

22. 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.

23. 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.