IRIS Accounts Production v24.2.0.383 00553154 Board of Directors 1.1.23 31.12.23 31.12.23 temperature controlled storage and distribution and dry goods warehousing. true false true true false false false true true true false Ordinary 1.00000 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh005531542022-12-31005531542023-12-31005531542023-01-012023-12-31005531542021-12-31005531542022-01-012022-12-31005531542022-12-3100553154ns15:EnglandWales2023-01-012023-12-3100553154ns14:PoundSterling2023-01-012023-12-3100553154ns10:Director12023-01-012023-12-3100553154ns10:PrivateLimitedCompanyLtd2023-01-012023-12-3100553154ns10:FRS1022023-01-012023-12-3100553154ns10:Audited2023-01-012023-12-3100553154ns10:LargeMedium-sizedCompaniesRegimeForDirectorsReport2023-01-012023-12-3100553154ns10:LargeMedium-sizedCompaniesRegimeForAccounts2023-01-012023-12-3100553154ns10:FullAccounts2023-01-012023-12-310055315412023-01-012023-12-3100553154ns10:OrdinaryShareClass12023-01-012023-12-3100553154ns10:Director22023-01-012023-12-3100553154ns10:RegisteredOffice2023-01-012023-12-310055315412023-01-012023-12-3100553154ns10:Director32023-01-012023-12-3100553154ns10:Director42023-01-012023-12-3100553154ns10:Director52023-01-012023-12-3100553154ns5:CurrentFinancialInstruments2023-12-3100553154ns5:CurrentFinancialInstruments2022-12-3100553154ns5:ShareCapital2023-12-3100553154ns5:ShareCapital2022-12-3100553154ns5:RetainedEarningsAccumulatedLosses2023-12-3100553154ns5:RetainedEarningsAccumulatedLosses2022-12-3100553154ns5:ShareCapital2021-12-3100553154ns5:RetainedEarningsAccumulatedLosses2021-12-3100553154ns5:RetainedEarningsAccumulatedLosses2022-01-012022-12-3100553154ns5:RetainedEarningsAccumulatedLosses2023-01-012023-12-3100553154ns5:IntangibleAssetsOtherThanGoodwill2023-01-012023-12-3100553154ns10:HighestPaidDirector2023-01-012023-12-3100553154ns10:HighestPaidDirector2022-01-012022-12-3100553154ns5:OwnedAssets2023-01-012023-12-3100553154ns5:OwnedAssets2022-01-012022-12-3100553154ns5:ComputerSoftware2023-01-012023-12-3100553154ns5:ComputerSoftware2022-01-012022-12-3100553154ns10:OrdinaryShareClass12022-01-012022-12-3100553154ns5:ComputerSoftware2022-12-3100553154ns5:ComputerSoftware2023-12-3100553154ns5:ComputerSoftware2022-12-3100553154ns5:LandBuildings2022-12-3100553154ns5:PlantMachinery2022-12-3100553154ns5:FurnitureFittings2022-12-3100553154ns5:MotorVehicles2022-12-3100553154ns5:LandBuildings2023-01-012023-12-3100553154ns5:PlantMachinery2023-01-012023-12-3100553154ns5:FurnitureFittings2023-01-012023-12-3100553154ns5:MotorVehicles2023-01-012023-12-3100553154ns5:LandBuildings2023-12-3100553154ns5:PlantMachinery2023-12-3100553154ns5:FurnitureFittings2023-12-3100553154ns5:MotorVehicles2023-12-3100553154ns5:LandBuildings2022-12-3100553154ns5:PlantMachinery2022-12-3100553154ns5:FurnitureFittings2022-12-3100553154ns5:MotorVehicles2022-12-3100553154ns5:CurrentFinancialInstrumentsns5:WithinOneYear2023-12-3100553154ns5:CurrentFinancialInstrumentsns5:WithinOneYear2022-12-3100553154ns5:WithinOneYear2023-12-3100553154ns5:WithinOneYear2022-12-3100553154ns5:BetweenOneFiveYears2023-12-3100553154ns5:BetweenOneFiveYears2022-12-3100553154ns5:MoreThanFiveYears2023-12-3100553154ns5:MoreThanFiveYears2022-12-3100553154ns5:AllPeriods2023-12-3100553154ns5:AllPeriods2022-12-3100553154ns5:OtherProvisionsContingentLiabilities2022-12-3100553154ns5:OtherProvisionsContingentLiabilities2023-01-012023-12-3100553154ns5:OtherProvisionsContingentLiabilities2023-12-3100553154ns10:OrdinaryShareClass12023-12-310055315412023-01-012023-12-31
REGISTERED NUMBER: 00553154 (England and Wales)






















Constellation Cold Logistics UK 2 Ltd

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31st December 2023






Constellation Cold Logistics UK 2 Ltd (Registered number: 00553154)






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

Statement of Comprehensive Income 9

Balance Sheet 10

Statement of Changes in Equity 11

Notes to the Financial Statements 12


Constellation Cold Logistics UK 2 Ltd

Company Information
for the year ended 31st December 2023







DIRECTORS: A Howard
Mrs A Wiltshire





REGISTERED OFFICE: Birchin Way
Grimsby
NE Lincolnshire
DN31 2SG





REGISTERED NUMBER: 00553154 (England and Wales)





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

Constellation Cold Logistics UK 2 Ltd (Registered number: 00553154)

Strategic Report
for the year ended 31st December 2023

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

Principle activities
The principal activities of the company are temperature-controlled storage and distribution and dry goods warehousing. The company is a company limited by shares, domiciled and registered in England and Wales. The principal place of business is situated in Grimsby, Lincolnshire, as is the registered office with the address as set out on page 1.

REVIEW OF BUSINESS, PRINCIPLE RISKS AND UNCERTAINTIES
The total comprehensive income and expenditure for the period is set out on page 9.

The directors report that the business achieved an operating loss of £1,989,608 (2022 profit: £873,140).

Turnover in 2023 decreased by 24.8% to £19.3m (2022: £25.7m).

Cold storage utilisation was down 7%, and pallet throughput was down 21%, due to Stage 3 cold store at Grimsby docks being rented out to the company's parent.

Total loads transported has increased by 9% year on year after adjusting for the closure of the Seamer transport depot in September 2022.

Following exchange of contracts on 26 November 2022, the sale of the business to Constellation Cold Logistics UK 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 22 June 2023, the company rebranded in line with its new parent company, resulting in a change of name to Constellation Cold Logistics UK 2 Limited.

During the year the cold stores have been brought in line with the Constellation standard with reference to maintenance, hygiene and safety. In addition, organisation structures have been aligned with the parent company, giving rise to redundancies, especially within the head office areas where synergies have been identified. This in turn has given rise to a significant level of non-recurring expenditure throughout the year totalling £932,860, dragging the EBITDA level down in comparison to the prior year.

The directors are comfortable that these addition costs are non-recurring, and that profitability will and has returned in 2024.

Capital investment during the year was higher, at £1,532,625 (2022: £867,459) concentrating on safety, plant efficiency and racking. All company cars continue to be plug-in hybrid electric as a minimum, with several being fully electric. The capital investment was primarily made using cash reserves rather than through debt and this is an indication of the financial strength of the company.

At the end of 2023, the company was in a strong financial position with net assets standing at £9.7m (2022: £11.2m).


Constellation Cold Logistics UK 2 Ltd (Registered number: 00553154)

Strategic Report
for the year ended 31st December 2023

FUTURE DEVELOPMENTS
During 2024, the company has started the process of transferring or hiving up assets to its parent company, Constellation Cold Logistics UK Limited. This process is expected to be complete by 31 October 2024. As a result of this process, benefits of the acquisition will be fully optimised.

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.

KEY PERFORMANCE INDICATORS

The company measured its performance for the period ended 31 December 2023 using a series of key performance indicators as follows:

Gross margin % 7.3% (2022: 22%)
Average Debtor days 62 days (2022: 52 days)


Management has undertaken qualitative assessment of these KPIs, alongside other non-financial KPI's such as warehouse utilisation, throughput and number of loads transported, when appraising business performance, and remains confident in the strategic direction of the business as we move towards the hive up into Constellation Cold Logistics UK Limited. Emphasis continues on debt collection during the year through all levels of the organisation.

ON BEHALF OF THE BOARD:





Mrs A Wiltshire - Director


4th October 2024

Constellation Cold Logistics UK 2 Ltd (Registered number: 00553154)

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.

CHANGE OF NAME
The company passed a special resolution on 22nd June 2023 changing its name from Associated Cold Stores & Transport Limited to Constellation Cold Logistics UK 2 Ltd.

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.

DIRECTORS
Mrs A Wiltshire has held office during the whole of the period from 1st January 2023 to the date of this report. A Howard was initially appointed on 10th January 2023 and resigned on 21st April 2023, with a reappointment commencing on 19th June 2023.

Other changes in directors holding office are as follows:
A Howard - appointed 19th June 2023
N D Hay - resigned 10th January 2023
K P Ryder - resigned 19th June 2023
J C H Stowe - resigned 31st March 2023

GOING CONCERN
During 2024, the company has begun the process of transferring assets to its parent company, Constellation Cold Logistics UK Limited. As a result of this process, benefits of the acquisition will be fully optimised. It is with consideration of this process that the accounts have been prepared on the going concern basis. Consideration has been given to the carrying value of the assets and liabilities in the balance sheet and no adjustment is needed as all assets will be transferred at net book value and current assets and liabilities will be realised under normal trading conditions. Long term liabilities for leases will be transferred to the parent company and continue to the lease end date. The Directors have obtained a letter of parental support ensure this funding will be in place when it is required. The Directors have considered the parent company's ability to provide this support and concluded that it has substantial resources from which to provide this should it be required. On this basis, the Directors continue to adopt the going concern basis of preparation in these financial statements.

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.

ENGAGEMENT WITH EMPLOYEES
The company's policy is to consult and discuss with employees any matters likely to affect their interests.

The company's policy is to recruit disabled workers for those vacancies that they are able to fill and to give them such training as appropriate. Should any employee become disabled, every practical effort is made to provide continuing employment.

Information on matters of concern to employees is given through regular bulletins, notices and briefings, in order to achieve a common awareness of the financial and economic factors affecting the performance of the company.


Constellation Cold Logistics UK 2 Ltd (Registered number: 00553154)

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

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.

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 2 Ltd

Opinion
We have audited the financial statements of Constellation Cold Logistics UK 2 Ltd (the 'company') for the year ended 31st December 2023 which comprise the Statement of 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 2 Ltd


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 five, 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 the audit was considered capable of detecting irregularities including fraud

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, taxation 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 2 Ltd


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;

Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

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 2 Ltd (Registered number: 00553154)

Statement of Comprehensive Income
for the year ended 31st December 2023

2023 2022
As restated
Notes £    £   

TURNOVER 19,289,749 25,678,927

Cost of sales 17,879,111 20,066,329
GROSS PROFIT 1,410,638 5,612,598

Administrative expenses 3,433,603 4,959,335
(2,022,965 ) 653,263

Other operating income 33,357 164,445
OPERATING (LOSS)/PROFIT 4 (1,989,608 ) 817,708

Interest receivable and similar income 13,245 -
(1,976,363 ) 817,708

Interest payable and similar expenses 5 1,816 -
(LOSS)/PROFIT BEFORE TAXATION (1,978,179 ) 817,708

Tax on (loss)/profit 6 (459,960 ) 142,918
(LOSS)/PROFIT FOR THE FINANCIAL
YEAR

(1,518,219

)

674,790

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE
(LOSS)/INCOME FOR THE YEAR

(1,518,219

)

674,790

Constellation Cold Logistics UK 2 Ltd (Registered number: 00553154)

Balance Sheet
31st December 2023

2023 2022
As restated
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 8 352,276 61,796
Tangible assets 9 8,364,913 8,414,712
8,717,189 8,476,508

CURRENT ASSETS
Stocks 10 68,214 84,397
Debtors 11 6,135,794 6,113,159
Cash at bank and in hand 1,016,007 1,881,975
7,220,015 8,079,531
CREDITORS
Amounts falling due within one year 12 5,423,510 4,580,881
NET CURRENT ASSETS 1,796,505 3,498,650
TOTAL ASSETS LESS CURRENT
LIABILITIES

10,513,694

11,975,158

PROVISIONS FOR LIABILITIES 15 834,217 777,462
NET ASSETS 9,679,477 11,197,696

CAPITAL AND RESERVES
Called up share capital 16 9,000,000 9,000,000
Retained earnings 679,477 2,197,696
SHAREHOLDERS' FUNDS 9,679,477 11,197,696

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 2 Ltd (Registered number: 00553154)

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

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1st January 2022 9,000,000 5,316,495 14,316,495

Changes in equity
Dividends - (3,793,589 ) (3,793,589 )
Total comprehensive income - 674,790 674,790
Balance at 31st December 2022 9,000,000 2,197,696 11,197,696

Changes in equity
Total comprehensive loss - (1,518,219 ) (1,518,219 )
Balance at 31st December 2023 9,000,000 679,477 9,679,477

Constellation Cold Logistics UK 2 Ltd (Registered number: 00553154)

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

1. STATUTORY INFORMATION

Constellation Cold Logistics UK 2 Ltd 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.

The principal accounting policies in the presentation of these financial statements are set out below. These policies have been consistently applied to all periods, unless otherwise stated. The company adopted FRS 102 in the current year and an explanation of how the transition to FRS 102 from IFRS has affected the reported financial position and performance is given in note 20. The accounts each year are drawn up to the nearest calendar month.

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
During 2024, the company has begun the process of transferring assets to its parent company, Constellation Cold Logistics UK Limited. As a result of this process, benefits of the acquisition will be fully optimised. It is with consideration of this process that the accounts have been prepared on the going concern basis. Consideration has been given to the carrying value of the assets and liabilities in the balance sheet and no adjustment is needed as all assets will be transferred at net book value and current assets and liabilities will be realised under normal trading conditions. Long term liabilities for leases will be transferred to the parent company and continue to the lease end date. The Directors have obtained a letter of parental support ensure this funding will be in place when it is required. The Directors have considered the parent company's ability to provide this support and concluded that it has substantial resources from which to provide this should it be required. On this basis, the Directors continue to adopt the going concern basis of preparation in these financial statements.

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.

Going Concern
During 2024, the company has begun the process of transferring assets to its parent company, Constellation Cold Logistics UK Limited. As a result of this process, benefits of the acquisition will be fully optimised. It is with consideration of this process that the accounts have been prepared on a basis other than going concern. Consideration has been given to the carrying value of the assets and liabilities in the balance sheet and no adjustment is needed as all assets will be transferred at net book value and current assets and liabilities will be realised under normal trading conditions. Long term liabilities for leases will be transferred to the parent company and continue to the lease end date.

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.

Constellation Cold Logistics UK 2 Ltd (Registered number: 00553154)

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

2. ACCOUNTING POLICIES - continued

Significant judgements and estimates
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

1) Significant judgements in applying the Company's accounting policies

The directors do not consider there to be any critical accounting judgements that must be applied.

2) The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.

The company has recognised a provision totalling £834,217 (2022: £777,462) for demolition costs. The provision is based on the current estimated cost. Inflation and discount rates are not material. This provision is an estimate, and the actual costs and timing of future cash flows are dependent on future events and market conditions. Because actual outflows can differ from estimates due to changes in prices and conditions, the carrying amounts of provisions are regularly reviewed and adjusted to take account of such changes. Any difference between expectations and the actual future liability will be accounted for in the period when such determination is made. The provision is detailed in note 15.

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

Intangible assets
Costs associated with maintaining computer software programmes are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the company are recognised as intangible assets when the following criteria are met:
-it is technically feasible to complete the software product so that it will be available for use;
-management intends to complete the software product and use or sell it;
-there is an ability to use or sell the software product;
-it can be demonstrated how the software product will generate probable future economic
benefits;
-adequate technical, financial and other resources to complete the development and to use or sell
the software product are available; and
-the expenditure attributable to the software product during its development can be reliably
measured.

Directly attributable costs that are capitalised as part of the software product include the software development employee costs and an appropriate portion of relevant overheads.

Other development expenditures that do not meet these criteria are recognised as and expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

Computer software development costs recognised as assets are amortised over their useful lives (i.e. on a straight-line basis) over three to five years, and are recognised in cost of sales.

Constellation Cold Logistics UK 2 Ltd (Registered number: 00553154)

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

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
All tangible assets are shown at cost less subsequent depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of these assets. Subsequent costs are included in the asset's carrying amount, only when it is probable that future economic benefits associated with the item will flow to the company and the cost of the item can be measured reliably. Repairs and maintenance are charged to the statement of comprehensive income during the financial period in which they are incurred.

No depreciation is provided on freehold land. Depreciation of HGV motor vehicles is calculated to write off their cost less residual value on a diminishing balance basis over their expected useful lives. Depreciation of other fixed assets is calculated to write off their cost less residual value on a straight-line basis over their expected useful lives, which are as follows:

Land and Buildings:
Freehold buildings10 - 40 years
Long leasehold buildingsperiod of lease
Short leasehold buildingsperiod of lease
Fixtures & fittings3 - 24 years

Plant and Machinery :
General plant and machinery 3 - 24 years
Motor vehicles3 - 10 years
Fixtures & fittings3 - 24 years

The assets' residual values nad useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is included in the statement of comprehensive income.

Trade receivables
Trade receivables are carried at original invoice amount less provision made for expected credit losses. Expected credit losses of trade receivables are established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms. The amount of the provision is recognised in the statement of comprehensive income.

Cash and cash equivalents
Cash and cash equivalents comprise deposits with banks and other bank and cash balances. For the purposes of the cash flow statement, cash equivalents include bank overdrafts. In the statement of financial position, bank overdrafts are included in borrowings in current liabilities.

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

Cost is determined using the first in, first out method.

Constellation Cold Logistics UK 2 Ltd (Registered number: 00553154)

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

2. ACCOUNTING POLICIES - continued

Financial assets
Financial assets and financial liabilities are recognised in the company's balance sheet when the company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant financing component which are measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Impairment of financial assets
The company always recognises expected credit losses (ECL) for trade receivables and intercompany receivables. The company has implemented policies that require appropriate credit checks on potential customers before sales are made. The amount of exposure to any individual warehouse customer is limited by the warehouse keeper's lien over the customer's stock. If a customer is to exit business with the company, final stock cannot be cleared until the outstanding debtor balance is paid.

The company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over two years past due, whichever occurs sooner. Financial assets written off may still be subject to enforcement activities under the company's recovery procedures, considering legal advice where appropriate. Any recoveries made are recognised in profit or loss.

De-recognition of financial assets
The company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership and continues to control the transferred asset, the company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the company retains substantially all the risks and rewards of ownership of a transferred financial asset, the company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

Financial liabilities and equity
Debt and equity instruments are classified as either financial liabilities or s equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 2 Ltd (Registered number: 00553154)

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.

Foreign currencies
The financial statements are presented in pounds sterling which is the company's functional and presentational currency. Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Provisions
Provisions are recognised when the company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably established. Provisions are not recognised for future operating losses.

Provisions are measured at the present value of the expenditure expected to be required to settle the obligation using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as an interest expense.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases, are recognised at the present value of lease payments to be made over the lease term from the commencement date of the lease. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the company and payments of penalties for terminating a lease, if the lease term reflects the company exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognised as an expense in the period on which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the company uses the incremental borrowing rate at the lease commencement date if the interest rate, implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.

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

Constellation Cold Logistics UK 2 Ltd (Registered number: 00553154)

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

3. EMPLOYEES AND DIRECTORS
2023 2022
As restated
£    £   
Wages and salaries 7,524,902 8,782,471
Social security costs 701,348 829,326
Other pension costs 354,830 366,092
8,581,080 9,977,889

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

Production 168 195
Management and administration 35 46
Sales and distribution 2 2
205 243

2023 2022
As restated
£    £   
Directors' remuneration 281,497 967,887
Directors' pension contributions to money purchase schemes 12,789 21,782

Information regarding the highest paid director is as follows:
2023 2022
As restated
£    £   
Emoluments etc 148,441 351,287
Pension contributions to money purchase schemes 2,145 8,525

No retirement benefits are accruing to the directors under the defined contribution scheme, and the key management of the company is deemed to be the Board of Directors.

4. OPERATING (LOSS)/PROFIT

The operating loss (2022 - operating profit) is stated after charging/(crediting):

2023 2022
As restated
£    £   
Depreciation - owned assets 1,232,982 1,393,215
Loss/(profit) on disposal of fixed assets 4,374 (433,887 )
Computer software amortisation 54,170 42,952
Auditors' remuneration 30,402 52,000

5. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
As restated
£    £   
Interest payable 1,816 -

Constellation Cold Logistics UK 2 Ltd (Registered number: 00553154)

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

6. TAXATION

Analysis of the tax (credit)/charge
The tax (credit)/charge on the loss for the year was as follows:
2023 2022
As restated
£    £   
Deferred tax (459,960 ) 142,918
Tax on (loss)/profit (459,960 ) 142,918

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
As restated
£    £   
(Loss)/profit before tax (1,978,179 ) 817,708
(Loss)/profit multiplied by the standard rate of corporation tax in the
UK of 23.520% (2022 - 19%)

(465,268

)

155,365

Effects of:
Expenses not deductible for tax purposes 354 18,383
Capital allowances in excess of depreciation - (753,964 )
Depreciation in excess of capital allowances 6,108 -
Adjustments to tax charge in respect of previous periods - 1,355
Movement in deferred tax not recognised 14,189 918,777
Temporary differences not recognised - 459
Re-measurement of deferred tax - change in UK tax rate (28,059 ) (188,125 )
Impact of reversal of IFRS 16 reporting requirements 12,470 (10,074 )
Other differences 246 742
Total tax (credit)/charge (459,960 ) 142,918

7. DIVIDENDS
2023 2022
As restated
£    £   
Ordinary shares of £1 each
Interim - 3,793,589

Constellation Cold Logistics UK 2 Ltd (Registered number: 00553154)

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

8. INTANGIBLE FIXED ASSETS
Computer
software
£   
COST
At 1st January 2023 699,682
Additions 344,653
Disposals (129,619 )
At 31st December 2023 914,716
AMORTISATION
At 1st January 2023 637,886
Amortisation for year 54,170
Eliminated on disposal (129,616 )
At 31st December 2023 562,440
NET BOOK VALUE
At 31st December 2023 352,276
At 31st December 2022 61,796

9. TANGIBLE FIXED ASSETS
Fixtures
Freehold Plant and and Motor
property machinery fittings vehicles Totals
£    £    £    £    £   
COST
At 1st January 2023 31,376,217 11,194,588 2,491,793 4,598,652 49,661,250
Additions 161,148 906,995 103,429 16,400 1,187,972
Disposals (5,678 ) (102,907 ) (202,264 ) (350 ) (311,199 )
At 31st December 2023 31,531,687 11,998,676 2,392,958 4,614,702 50,538,023
DEPRECIATION
At 1st January 2023 26,206,501 10,404,922 1,512,156 3,122,959 41,246,538
Charge for year 405,079 214,904 229,460 383,539 1,232,982
Eliminated on disposal (5,678 ) (102,274 ) (198,238 ) (220 ) (306,410 )
At 31st December 2023 26,605,902 10,517,552 1,543,378 3,506,278 42,173,110
NET BOOK VALUE
At 31st December 2023 4,925,785 1,481,124 849,580 1,108,424 8,364,913
At 31st December 2022 5,169,716 789,666 979,637 1,475,693 8,414,712

10. STOCKS
2023 2022
As restated
£    £   
Stocks 68,214 84,397

Constellation Cold Logistics UK 2 Ltd (Registered number: 00553154)

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

11. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
As restated
£    £   
Trade debtors 3,273,546 3,840,365
Amounts owed by group undertakings 132,896 -
Deferred tax asset 2,224,300 1,764,340
Prepayments and accrued income 505,052 508,454
6,135,794 6,113,159

The movement in deferred tax assets and liabilities during the year is set out below.





Temporary
taxable
differences

Deductible
temporary
differences
Carried
forward
unused
losses



Total
£   £   £   £   
Deferred tax asset
At 1st January 20221,900,6206,638-1,907,258
Charged to the statement of
comprehensive income

(544,380

)

44,875

356,587

(142,918

)
At 1st January 20231,356,24051,513356,5871,764,340
Charged to the statement of
comprehensive income

(643,340

)

(31,646

)

1,134,946

459,960
At 31st December 2023712,90019,8661,491,5342,224,300

Unrecognised deferred tax assets consist of £847,300 (2022: £847,300) in relation to fixed assets and a further £208,555 (2022: £194,366) in relation to the dilapidation provision. The recognised deferred tax asset is deemed to be recoverable against the future profitability of the company and the group.

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
As restated
£    £   
Trade creditors 2,205,957 1,141,189
Amounts owed to group undertakings 1,134,699 -
Social security and other taxes 184,201 211,488
VAT 363,424 728,509
Accruals and deferred income 1,535,229 2,499,695
5,423,510 4,580,881

13. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
As restated
£    £   
Within one year 403,508 552,761
Between one and five years 461,930 702,853
In more than five years 66,397 119,397
931,835 1,375,011

Constellation Cold Logistics UK 2 Ltd (Registered number: 00553154)

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

14. SECURED DEBTS

National Westminster Bank plc hold a charge created on 10th January 2023. The charge consists of a fixed and floating charge over all assets. The floating charge covers all the property or undertaking of the company. The charge contains a negative pledge.

RBS Invoice Finance Ltd hold a charge created on 7th September 2023. The charge consists of fixed and floating charge over all assets. The floating charge covers all the property or undertaking of the company. The charge contains a negative pledge.

15. PROVISIONS FOR LIABILITIES
2023 2022
As restated
£    £   
Other provisions 834,217 777,462

Other
provisions
£   
Balance at 1st January 2023 777,462
Provided during year 56,755
Balance at 31st December 2023 834,217

Other provisions relate to the demolition of 3 cold stores, on leased land, thought more likely to require demolition than not at the end of the land lease in September 2026, value being based on a 3rd party quote.

16. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
9,000,000 Ordinary £1 9,000,000 9,000,000

17. PENSION COMMITMENTS

The entity operates defined contribution pension schemes, the cost to the entity for the period ended 31 December 2023 was £347,253 (2022: £366,092). The amount outstanding at 31 December 2023 was £51,103 (2022: £54,107).

18. CAPITAL COMMITMENTS
2023 2022
As restated
£    £   
Contracted but not provided for in the
financial statements - 21,662

Constellation Cold Logistics UK 2 Ltd (Registered number: 00553154)

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

19. POST BALANCE SHEET EVENTS

During 2024, the company has started the process of transferring or hiving up assets to its parent company, Constellation Cold Logistics UK Limited. This process is expected to be complete by 31 October 2024. As a result of this process, benefits of the acquisition will be fully optimised.

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.

20. 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.

Constellation Cold Logistics UK 2 Ltd (Registered number: 00553154)

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

21. FIRST YEAR ADOPTION OF FRS 102

The company transitioned to FRS 102 from International Financial Reporting Standards in the year to 31 December 2023 to align with group reporting. Consequently the date of transition is 1 January 2022. The impact of the transition to FRS 102 is as follows:

Reconciliation of equity and profit or loss

1 January 2022 31 December 2022


As
previously
stated

Effect of
transition

FRS 102
(as restated


)
As
previously
stated

Effect of
transition

FRS 102
(as restated


)
£ £ £ £ £ £
Non-current
assets

12,937,609

(3,343,220

)

9,594,389

11,693,813

(3,217,305

)

8,476,508
Current
assets

7,010,104

1,907,258

8,917,362

6,315,191

1,764,340

8,079,531
Creditors:
amounts
falling due
within one
year




(4,667,984




)




946,490




(3,721,494




)




(5,904,314




)




1,323,433




(4,580,881




)
Net current
assets

2,342,120

2,853,748

5,195,868

410,877

3,087,773

3,498,650
Total assets
less current
liabilities


15,279,729


(489,472


)


14,790,257


12,104,690


(129,532


)


11,975,158
Non-current
liabilities

(1,018,666

)

544,904

(473,762

)

(960,011

)

182,549

(777,462

)
Net assets 14,261,063 55,432 14,316,495 11,144,679 53,017 11,197,696

Capital and
reserves

14,261,063

55,432

14,316,495

11,144,679

53,017

11,197,696

Profit or
loss

(152,503

)

-

(152,503

)

677,205

(2,415

)

674,790

Changes to accounting policies
Under IFRS the company recognised right of use leased assets and associated liabilities on its balance sheet. Upon transition to FRS 102 the company has de-recognised these assets and associated liabilities and adjusted its accounting policy to be compliant with the treatment of operating leases.