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REGISTERED NUMBER: 13041894 (England and Wales)






















Constellation Cold Logistics UK Holdings
Limited

Audited Financial Statements for the Year Ended 31st December 2023






Constellation Cold Logistics UK Holdings
Limited (Registered number: 13041894)






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




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


Constellation Cold Logistics UK Holdings
Limited

Company Information
for the year ended 31st December 2023







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





REGISTERED OFFICE: Birchin Way
Grimsby
DN31 2SG





REGISTERED NUMBER: 13041894 (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 Holdings
Limited (Registered number: 13041894)

Balance Sheet
31st December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Investments 4 39,808,661 26,403,082

CURRENT ASSETS
Debtors 5 150,305 242,680

CREDITORS
Amounts falling due within one year 6 215,950 300,581
NET CURRENT LIABILITIES (65,645 ) (57,901 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

39,743,016

26,345,181

CREDITORS
Amounts falling due after more than one
year

7

13,258,619

8,553,730
NET ASSETS 26,484,397 17,791,451

CAPITAL AND RESERVES
Called up share capital 15,112 10,000
Share premium 27,813,622 18,434,829
Retained earnings (1,344,337 ) (653,378 )
SHAREHOLDERS' FUNDS 26,484,397 17,791,451

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

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





Mrs A Wiltshire - Director


Constellation Cold Logistics UK Holdings
Limited (Registered number: 13041894)

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

1. STATUTORY INFORMATION

Constellation Cold Logistics UK Holdings Limited is a 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 Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern
At the year end the company reported a loss before tax of £638,900 (2022: £419,774) and net current liabilities of £65,645 (2022: £57,901) which gives rise to a going concern risk. Accordingly, the directors have prepared financial forecasts covering a period of 12 months to 31 December 2025 in conjunction with a turnaround plan for the business. The financial forecasts show that the business remains reliant on the continued financial support from the company's ultimate parent company. As such confirmation has been received from the ultimate controlling parent pledging their continued financial support through a period of 12 months from the date of approval of these financial statements. The above factors have led the directors to conclude that the going concern basis remains appropriate.

Preparation of consolidated financial statements
The financial statements contain information about Constellation Cold Logistics UK Holdings Limited as an individual company and do not contain consolidated information as the parent of a group. The company is exempt under section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

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

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


Constellation Cold Logistics UK Holdings
Limited (Registered number: 13041894)

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

2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Trade and other debtors
Trade and other debtors are initially recognised at the transaction price and subsequently measured using the amortised cost method which uses the effective interest method. At each balance sheet date, the directors asses trade and other debtors for evidence of indicators of impairment and where the directors conclude that amounts in respect of trade and other debtors are not recoverable, a specific bad debt provision is recognised. Trade debtors are not interest-bearing. Where the effects of discounting trade and other debtors is judged to be immaterial, such debtors are stated at cost less impairment losses in respect of bad debts.

Trade and other creditors
Trade and other creditors are initially recognised in the financial statements at transaction price. Trade and other creditors are then subsequently measured at amortised cost using the effective interest method, unless the effects of discounting would be considered immaterial. If the effects of discounting are judged to be immaterial, trade and other creditors are stated at cost. Trade creditors are not interest-bearing.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2022 - NIL).

4. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1st January 2023 26,403,082
Additions 13,405,579
At 31st December 2023 39,808,661
NET BOOK VALUE
At 31st December 2023 39,808,661
At 31st December 2022 26,403,082

Constellation Cold Logistics UK Holdings
Limited (Registered number: 13041894)

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

4. FIXED ASSET INVESTMENTS - continued

At 31 December 2023 the company had the following subsidiaries:


Name
Type of
shares held
Proportion
held
Country of
registration
Principal
activity
Constellation Cold Logistics UK Limited Ordinary 100% England &
Wales
Operator of
cold storage
premises
Constellation Cold Logistics UK 2
Limited (previously known as
Associated Cold Stores & Transport
Limited)
Ordinary 100% England &
Wales
Operator of
cold storage
premises
SAL Commercials Limited Ordinary 100% England &
Wales
Dormant
Cryotech (Grimsby) Limited Ordinary 100% England &
Wales
Dormant

The additions in the year relate to a further 583 shares issued at a premium by the company's subsidiary, Constellation Cold Logistics UK Limited on 6 January 2023.

The shares in Constellation Cold Logistics UK 2 Limited, SAL Commercials Limited and Cryotech (Grimsby) Limited are owned by Constellation Cold Logistics UK Limited. The registered office of all of the above companies is Birchin Way, Grimsby, DN31 2SG.

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

The shares in Constellation Cold Logistics UK 2 Limited were acquired on 10 January 2023.

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Amounts owed by group undertakings 149,593 149,377
Director's loan account 712 93,303
150,305 242,680

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Amounts owed to group undertakings 184,430 292,752
Taxation and social security 31,520 7,829
215,950 300,581

7. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2023 2022
£    £   
Other creditors 13,258,619 8,553,730

Constellation Cold Logistics UK Holdings
Limited (Registered number: 13041894)

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

7. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR - continued
2023 2022
£    £   
Amounts falling due in more than five years:

Repayable otherwise than by instalments
Other loans due to related
parties 13,258,619 -
13,258,619 -

Loans due to related parties are unsecured, repayable in 2031 and compound interest is charged bi-annually at 5%.

8. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Matthew Fox FCCA (Senior Statutory Auditor)
for and on behalf of Smailes Goldie

9. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31st December 2023 and 31st December 2022:

2023 2022
£    £   
A J Howard
Balance outstanding at start of year 93,303 -
Amounts advanced 712 93,303
Amounts repaid (93,303 ) -
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 712 93,303

Interest on overdrawn loan balances was charged at HMRC approved rates.

10. POST BALANCE SHEET EVENTS

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

11. ULTIMATE CONTROLLING PARTY

At the year end the ultimate controlling party is Constellation Cold Logistics United Kingdom s.a.r.l. a company registered in Luxembourg.