Company registration number 13982941 (England and Wales)
CILS LEIGHTON BUZZARD LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CILS LEIGHTON BUZZARD LIMITED
COMPANY INFORMATION
Directors
Mr C N Saverino
Mr J S Goldstein
(Appointed 27 March 2024)
Mr T M Brazier
(Appointed 16 September 2024)
Company number
13982941
Registered office
72 Welbeck Street
London
England
W1G 0AY
Auditor
Ernst & Young LLP
144 Morrison Street
Edinburgh
United Kingdom
EH3 8EX
Bankers
Barclays Bank PLC
1 Churchill Place
London
E14 5HP
Solicitors
Taylor Wessing LLP
5 New Street Square
London
EC4A 3TW
CILS LEIGHTON BUZZARD LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Income statement
7
Statement of financial position
8 - 9
Statement of changes in equity
10
Notes to the financial statements
11 - 22
CILS LEIGHTON BUZZARD LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The Directors present their annual report and audited financial statements for CILS Leighton Buzzard Limited (the "Company") for the year ended 31 December 2024.
In preparing this report, the Company has taken the advantage of the exemption provided by section 414B of the Companies Act 2006 in not preparing a Strategic Report under the small company exemption.
Principal activities
The principal activity of the Company is the leasing of commercial logistics property.
Results and dividends
The results for the year are set out on Page 7. The Company made a loss before taxation of £4,243,629 (2023: £6,648,507) of which £671,232 relates to fair value gain on investment property (2023: loss of £1,441,641).
No ordinary dividends were paid. The Directors do not recommend payment of a final dividend.
Business performance
The results and the financial position of the Company are considered to be satisfactory by the Directors compared to budget. Turnover is driven by the leasing of commercial units, revenue for the year from lease income was £3,753,490 (2023: £3,726,666). Compared to budget, the Company has had a successful year maintaining its fully occupied commercial units as at the year end.
Directors
The Directors who held office during the period and up to the date of approval of the financial statements were as follows:
Mr R M Pilkington
(Resigned 27 March 2024)
Mr D S Harris
(Resigned 17 September 2024)
Mr C N Saverino
Mr J S Goldstein
(Appointed 27 March 2024)
Mr T M Brazier
(Appointed 16 September 2024)
Qualifying third party indemnity provisions
The Company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.
Donations
During the year the Company made no charitable donations.
Future developments
The Directors consider the Company will continue to achieve stable revenue as the site has achieved maximum occupancy as at the year end. The focus is now on maximising the efficiency of operating costs over the coming year.
CILS LEIGHTON BUZZARD LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Going concern
The Directors have conducted an assessment of the Company's ability to continue as a going concern for the financial year ended 31 December 2024, considering the available resources and expected obligations up until 30 June 2026, being the going concern period. The Company is part of a Group which also includes CI Logistics Strat 1 LP, CI Logistics Strat 1 GP Limited, CILS1 UK Holdings Limited and its subsidiaries (collectively referred to as the “Group”). The Directors have assessed that the going concern of the Company is dependent upon the going concern of the Group. At the Group level, the Directors have prepared a detailed forecast of the anticipated operational outgoings, incorporating severe but plausible downside risks, and have considered the operational income, expenses, and financing costs up until 30 June 2026. As at 31 December 2024, the Company has net current liabilities of £96,739,044 (2023: £6,149,782) and net liabilities of £3,439,044 (2023: net assets of £379,585). The Company’s activities are funded by capital from its shareholder, CILS1 UK Holdings Limited, which in turn is funded by capital from CI Logistics Strat 1 LP (the “Partnership”).
The Group has a lending facility of £381,600,000 (2023: £381,600,000) of which £380,480,078 (2023: £379,422,476) is drawn as at 31 December 2024. Subsequent to the year ended 31 December 2024, a repayment of £40 million was made to the lender, reducing the total amount borrowed to £340,480,078. The lending facility expires on 14 November 2025 at which point the Group will refinance the loan with a new lender which is outside of the Group’s control. The Directors have considered the option to refinance, along with the indicative covenants and terms received from three lending agents and subject to meeting these covenants and the availability of cash which will be required to pay down the existing loan, this will likely lead to a cash shortfall during the going concern period.
The Directors have determined that there are material uncertainties in relation to (i) the Group’s ability to refinance over which management of the Group does not have absolute control and (ii) whether the Group will be able to secure additional commitment from the Limited Partners of CI Logistics Strat 1 LP to cover the identified cash shortfall, resulting from operational costs and requirements to refinance with a new lender by November 2025, which falls within the going concern period. These material uncertainties may cast significant doubt over the ability of the Company to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.
Notwithstanding the material uncertainties described above, the Directors have a reasonable expectation that given the quality and location of the assets, that the Group will be able to lease all assets during the going concern period which will in turn increase rental income received and the fair value of the assets held. The Directors also have a reasonable expectation that the Company will receive additional capital from its direct and indirect shareholders to fund a cash shortfall. This expectation is based on the financial outlook of the Limited Partners, past experience of the Limited Partners providing financial support, and their willingness to support the Partnership to protect their invested economic interest. In addition, since the year-end the Limited Partners have continued to support the Partnership with the conversion of optional commitment to the mandatory commitment in January 2025. For these reasons the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for a period up until 30 June 2026 being the going concern period, and therefore considers it appropriate to prepare the financial statements on a going concern basis.
Auditor
Ernst & Young LLP were re-appointed as auditor to the Company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of disclosure to auditor
So far as each person who is a Director of the Company at the date of approving this report is aware, there is no relevant audit information, being information needed by the auditor in connection with preparing its report, of which the auditor is unaware. Having made enquiries of fellow Directors and the Company's auditor, each Director has taken all steps that he is obliged to take as a Director of the Company in order to make himself aware of any relevant audit information and to establish that the auditor is aware of that information.
Subsequent events
Details of subsequent events are set out in note 21.
On behalf of the board
Mr T M Brazier
Director
CILS LEIGHTON BUZZARD LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The directors are responsible for preparing the annual report 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 applicable law and United Kingdom Accounting Standards including FRS 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice). 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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
comply with the requirements of the Companies Act 2006 with respect to accounting records and of the presentation of financial statements; and
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.
CILS LEIGHTON BUZZARD LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CILS LEIGHTON BUZZARD LIMITED
- 4 -
Opinion
We have audited the financial statements of CILS Leighton Buzzard Limited (the “Company”) for the year ended 31 December 2024 which comprise the Income Statement, the Statement of Financial Position, the Statement of Changes in Equity and the related notes 1 to 21, including material accounting policy information. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 101 “Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
give a true and fair view of the Company’s affairs as at 31 December 2024 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.
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 Auditor’s 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 the provisions available for small entities, in the circumstances set out in note 1.1 to the financial statements, 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.
Material uncertainties relating to going concern
We draw attention to note 1.2 in the financial statements, which indicates that the Company, along with CI Logistics Strat 1 LP, CI Logistics Strat 1 GP Limited, CILS1 UK Holdings Limited, and its subsidiaries (collectively the “Group”), has material uncertainties regarding its ability to continue as a going concern. The material uncertainties relate to (i) The Group's ability to refinance by November 2025, which is not entirely within the control of the Group's management and (ii) whether the Group will be able to secure additional commitment from the Limited Partners of CI Logistics Strat 1 LP to cover the identified cash shortfall, resulting from operational costs and requirements to refinance by November 2025.
As stated in note 1.2, these events or conditions, along with the other matters as set forth in note 1.2, indicate that material uncertainties exist that may cast significant doubt on the Company’s ability to continue as a 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. Our opinion is not modified in respect of this matter.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company’s ability to continue as a going concern.
CILS LEIGHTON BUZZARD LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CILS LEIGHTON BUZZARD LIMITED
- 5 -
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.
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 course of 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 the 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 Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors’ report has been prepared in accordance with applicable legal requirements.
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 Directors’ report.
We have nothing to report in respect of the following matters in relation to which 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
the Directors were not entitled to prepare the financial statements in accordance with the small companies’ regime and take advantage of the small companies’ exemptions in preparing the Directors’ report and from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the Directors’ responsibilities statement set out on page 3, 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 is 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.
Auditor's 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 an auditor’s report 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.
CILS LEIGHTON BUZZARD LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CILS LEIGHTON BUZZARD LIMITED
- 6 -
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
Our approach was as follows:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are the Companies Act 2006, those relating to its reporting framework being the United Kingdom Generally Accepted Accounting Practice and any relevant direct and indirect tax compliance regulation in the United Kingdom.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by making enquiries of management and those charged with governance. Where the risk was considered to be higher, we performed audit procedures in response to the identified fraud risks. These procedures included testing of specific accounting journal entries and focussed testing on the Company’s investment. These procedures were designed to provide reasonable assurance that the financial statements were free from fraud and error. We also considered management’s incentives around improving the performance of the Company, the opportunities available to execute any such actions through management override as well as the controls that the Company has established to address any such risks identified, including to prevent, deter and detect fraud and the monitoring of such controls by management.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
This report is made solely to the Company’s member, 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 member those matters we are required to state to them in an auditor’s report 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 member, for our audit work, for this report, or for the opinions we have formed.
Caroline Mercer (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
Edinburgh
CILS LEIGHTON BUZZARD LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
2024
2023
Notes
£
£
Revenue
3
3,753,490
3,726,666
Administrative expenses
(449,087)
(516,929)
Fair value gain/(loss) on investment property
671,232
(1,441,641)
Operating profit
5
3,975,635
1,768,096
Finance income
7
-
493
Finance costs
8
(8,219,264)
(8,417,096)
Loss before taxation
(4,243,629)
(6,648,507)
Tax on loss
9
Total loss for the year
18
(4,243,629)
(6,648,507)
The income statement has been prepared on the basis that all operations are continuing operations.
The Company has no other comprehensive income for the current financial year other than the results above and, therefore, no
statement of comprehensive income is presented.
The notes on pages 11 to 22 form part of these financial statements.
CILS LEIGHTON BUZZARD LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 8 -
2024
2023
Notes
£
£
£
£
Non-current assets
Investment property
10
93,300,000
91,650,000
Other non-current receivables
11
546,608
546,608
93,846,608
92,196,608
Current assets
Trade and other receivables
12
38,950
28,211
Cash and cash equivalents
736,272
703,628
775,222
731,839
Current liabilities
Borrowings
14
86,090,735
Trade and other payables
13
10,914,321
6,662,286
Deferred income
15
509,210
219,335
97,514,266
6,881,621
Net current liabilities
(96,739,044)
(6,149,782)
Total assets less current liabilities
(2,892,436)
86,046,826
Non-current liabilities
Borrowings
14
85,120,633
Deposits
11
546,608
546,608
(546,608)
(85,667,241)
Net (liabilities)/assets
(3,439,044)
379,585
Equity
Called up share capital
16
11
8
Share premium account
17
31,088,262
30,663,265
Retained earnings
18
(34,527,317)
(30,283,688)
Total equity
(3,439,044)
379,585
CILS LEIGHTON BUZZARD LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
The financial statements include the notes presented in pages 11 to 22.
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements on pages 7 to 22 were approved by the board of directors and authorised for issue on 1 April 2025 and are signed on its behalf by:
Mr T M Brazier
Director
Company registration number 13982941
CILS LEIGHTON BUZZARD LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
Share capital
Share premium account
Retained earnings
Total
Notes
£
£
£
£
Balance at 1 January 2023
4
23,031,547
(23,635,181)
(603,630)
Year ended 31 December 2023:
Loss for the year
-
-
(6,648,507)
(6,648,507)
Issue of share capital
16
4
7,631,718
-
7,631,722
Balance at 31 December 2023
8
30,663,265
(30,283,688)
379,585
Year ended 31 December 2023:
Loss for the year
-
-
(4,243,629)
(4,243,629)
Issue of share capital
16
3
424,997
-
425,000
Balance at 31 December 2024
11
31,088,262
(34,527,317)
(3,439,044)
The notes on pages 11 to 22 form part of these financial statements.
CILS LEIGHTON BUZZARD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
1
Material accounting policies information
General information
CILS Leighton Buzzard Limited is a private Company limited by shares registered in England and Wales and incorporated in the United Kingdom under the Companies Act 2006. The principal activity of the Company is the leasing of commercial logistics property. The immediate parent company is CILS1 UK Holdings Limited, the ultimate parent company is CI Logistics Strat 1 LP, an entity registered in Jersey.
The registered office of the Company was changed to 72 Welbeck Street, London, England, W1G 0AY on 22 April 2024 (previously 116 Upper Street, London, N1 1QP).
1.1
Accounting convention
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to the period presented, unless otherwise stated.
Basis of accounting
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101). The financial statements have been prepared on a going concern basis under the historical cost convention, with the exception of investment property, which is measured at fair value through the profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the Company. The financial statements have been prepared under the historical cost convention, with the exception of investment property, which is measured at fair value through the profit or loss. Monetary amounts in these financial statements are rounded to the nearest £.
Summary of disclosure exemptions
The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2.
The following exemptions from the requirements of UK Adopted International Accounting Standards have been applied in the preparation of these financial statements, in accordance with FRS 101:
• IFRS 7, ‘Financial instruments: Disclosures’.
• Paragraph 38 of IAS 1, ‘Presentation of financial statements’ – comparative information requirements in respect of paragraph 79(a)(iv):
• The following paragraphs of IAS 1, ‘Presentation of financial statements’:
- 10(d) (statement of cash flows)
- 16 (statement of compliance with all IFRS)
- 38A (requirement for minimum of two primary statements, including cash flow statements)
- 38B-D (additional comparative information)
- 111 (cash flow statement information); and
- 134-136 (capital management disclosures)
• IAS 7, ‘Statement of cash flow’.
• Paragraph 17 of IAS 24, ‘Related party disclosures’ (key management compensation).
• The requirements in IAS 24, ‘Related party disclosures’, to disclose related party transactions entered into between two or more members of a group.
• Paragraphs 30 and 31 of IAS 8, ‘Accounting Policies, Changes in Accounting estimates and Errors’.
• IFRS 13, 'Fair Value Measurement: Disclosures'.
• IAS 40, 'Investment property: comparative disclosures'.
Where relevant, these disclosures have been made in the financial statements of CILS1 UK Holdings Limited which are publicly available and can be obtained as set out in note 20. Details of the parent entity are given in note 20 to the financial statements.
CILS LEIGHTON BUZZARD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Material accounting policies information
(Continued)
- 12 -
New and amended accounting standards that have been issued but are not yet effective
At the date of authorisation of these financial statements, the Company has not applied the following new and revised IFRS Accounting Standards that have been issued but are not yet effective:
Amendments to IAS 21 Lack of Exchangeability
Amendments to IFRS 9 and IFRS 7 Financial Instruments
IFRS 18 Presentation and Disclosures in Financial Statements
IFRS 19 Subsidiaries without Public Accountability: Disclosures
With the exception of IFRS 18, effective 1 January 2027, the effect of which the Directors are currently assessing, it is not expected that the adoption of the standards listed above will have a material impact on the financial statements of the Company in future periods.
1.2
Going concern
The Directors have conducted an assessment of the Company's ability to continue as a going concern for the financial year ended 31 December 2024, considering the available resources and expected obligations up until 30 June 2026, being the going concern period. The Company is part of a Group which also includes CI Logistics Strat 1 LP, CI Logistics Strat 1 GP Limited, CILS1 UK Holdings Limited and its subsidiaries (collectively referred to as the “Group”). The Directors have assessed that the going concern of the Company is dependent upon the going concern of the Group. At the Group level, the Directors have prepared a detailed forecast of the anticipated operational outgoings, incorporating severe but plausible downside risks, and have considered the operational income, expenses, and financing costs up until 30 June 2026. As at 31 December 2024, the Company has net current liabilities of £96,739,044 (2023: £6,149,782) and net liabilities of £3,439,044 (2023: net assets of £379,585). The Company’s activities are funded by capital from its shareholder, CILS1 UK Holdings Limited, which in turn is funded by capital from CI Logistics Strat 1 LP (the “Partnership”). true
The Group has a lending facility of £381,600,000 (2023: £381,600,000) of which £380,480,078 (2023: £379,422,476) is drawn as at 31 December 2024. Subsequent to the year ended 31 December 2024, a repayment of £40 million was made to the lender, reducing the total amount borrowed to £340,480,078. The lending facility expires on 14 November 2025 at which point the Group will refinance the loan with a new lender which is outside of the Group’s control. The Directors have considered the option to refinance, along with the indicative covenants and terms received from three lending agents and subject to meeting these covenants and the availability of cash which will be required to pay down the existing loan, this will likely lead to a cash shortfall during the going concern period.
The Directors have determined that there are material uncertainties in relation to (i) the Group’s ability to refinance over which management of the Group does not have absolute control and (ii) whether the Group will be able to secure additional commitment from the Limited Partners of CI Logistics Strat 1 LP to cover the identified cash shortfall, resulting from operational costs and requirements to refinance with a new lender by November 2025, which falls within the going concern period. These material uncertainties may cast significant doubt over the ability of the Company to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.
Notwithstanding the material uncertainties described above, the Directors have a reasonable expectation that given the quality and location of the assets, that the Group will be able to lease all assets during the going concern period which will in turn increase rental income received and the fair value of the assets held. The Directors also have a reasonable expectation that the Company will receive additional capital from its direct and indirect shareholders to fund a cash shortfall. This expectation is based on the financial outlook of the Limited Partners, past experience of the Limited Partners providing financial support, and their willingness to support the Partnership to protect their invested economic interest. In addition, since the year-end the Limited Partners have continued to support the Partnership with the conversion of optional commitment to the mandatory commitment in January 2025. For these reasons the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for a period up until 30 June 2026 being the going concern period, and therefore considers it appropriate to prepare the financial statements on a going concern basis.
CILS LEIGHTON BUZZARD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Material accounting policies information
(Continued)
- 13 -
1.3
Revenue
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Company recognises revenue when it transfers control of a product or service to a customer.
Revenue from the rental of commercial units is recognised on a straight-line basis over the term of the relevant lease and to the extent that the Company obtains right to consideration in exchange for its performance that can be reliably measured. Revenue is recognised in the period in which it is earned and measured as the fair value of the consideration received or receivable, adjusted for any capital contributions or other lease incentives provided, excluding value added tax.
Tenant lease incentives are recognised as a reduction of rental revenue on a straight-line basis over the term of the lease, or the break clause date. The lease term is the non-cancellable period of the lease together with any further term for which the tenant has the option to continue the lease, where, at the inception of the lease, the Company is reasonably certain that the tenant will exercise that option.
Revenue is stated net of VAT and comprises of commercial rental income.
1.4
Investment property
Investment properties are properties that are held either to earn rental income or for capital appreciation, or both, and are not occupied by the Company. Investment property is measured initially at cost, including related transaction costs. After initial recognition investment property is held at fair value based on a valuation undertaken by an independent professional valuer.
The Company's investment property is comprised of a logistics asset in Leighton Buzzard. The investment property in the Company is held at fair value during the year ended 31 December 2024.
Moreover, any lease incentives provided by the Company to its retail commercial tenants are netted off against the value of the investment property and correspondingly adjusted against the gains and losses arising from the changes in the fair value of the investment property included in the income statement.
1.5
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
1.6
Cash and cash equivalents
Cash and cash equivalents include cash in hand, current and fixed deposits with banks and similar institutions, with original maturities of three months or less, which are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.
1.7
Financial assets
Financial assets are recognised in the Company's statement of financial position when the Company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit or loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit or loss are initially measured at fair value plus transaction costs. Subsequent measurement depends on the classification and is discussed below.
CILS LEIGHTON BUZZARD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Material accounting policies information
(Continued)
- 14 -
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Impairment of financial assets
Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
Derecognition of financial assets
Financial assets are derecognised 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 to another entity.
1.8
Financial liabilities
The Company recognises financial liabilities when the Company becomes a party to the contractual provisions of the instruments Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:
it has been incurred principally for the purpose of repurchasing it in the near term, or
on initial recognition it is part of a portfolio of identified financial instruments that the ompany manages together and has a recent actual pattern of short-term profit taking, or
it is a derivative that is not designated and effective hedging instrument.
Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company’s obligations are discharged, cancelled, or they expire.
1.9
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
CILS LEIGHTON BUZZARD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Material accounting policies information
(Continued)
- 15 -
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted, or substantively enacted, at the reporting date in the countries where the Company operates and generates taxable income.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
2
Critical accounting estimates and judgements
The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period end that may have a significant risk of causing a material misstatement to the carrying amounts of assets and liabilities within the next financial year, are discussed below:
In the application of the Company's accounting policies that are set out in note 1, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The directors have also made judgements about the going concern of the Company as described in note 1.2. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period if the revision and future periods if the revision affects both current and future periods.
Key sources of estimation uncertainty
Fair value of investment property
The Company's investment property held, which is initially measured at cost and subsequently at fair value through profit or loss at the end of the reporting period. Any unrealised gains or losses on this investment is recognised immediately in the income statement.
Fair value is the amount for which an asset could be exchanged, a liability settled, or an equity instrument granted could be exchanged, between knowledgeable, willing parties in an arm's length transaction.
CILS LEIGHTON BUZZARD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Critical accounting estimates and judgements
(Continued)
- 16 -
The fair valuation of the property was carried out by an external third-party valuation expert for inclusion in the audited financial statements where a significant period of time had elapsed since its acquisition date as part of quantifying the investment property held by the Company. The significant methods and assumptions used by valuers in estimating fair value of investment property are set out in note 10.
Investment property is measured based on estimates prepared by independent real estate valuation experts.
3
Revenue
2024
2023
£
£
Revenue analysed by class of business
Rental Income (excluding straight-lining of lease incentives)
4,485,507
4,216,889
Straight-lining of lease incentives (at earlier of lease end date or break clause date)
(732,017)
(490,223)
3,753,490
3,726,666
There is only one operating segment. All revenue arose within the United Kingdom.
The Company has granted incentives such as rent-free periods to new tenants. The total unamortised portion of rent-free periods is, as follows:
2024
2023
£
£
Other income
Cumulative amount of unamortised lease incentives
4,764,163
3,785,395
4,764,163
3,785,395
4
Other leasing information
The Company earns rental income from leasing out its completed logistics space to commercial tenants. The future minimum lease payments in relation to non-cancellable operating leases are as follows:
2024
2023
£
£
Within one year
4,281,505
2,690,526
Between one and two years
4,376,877
4,291,210
Between two and three years
4,334,616
4,375,719
Between three and four years
4,142,271
4,386,342
Between four and five years
4,142,271
4,283,964
More than five years
10,982,290
16,348,265
Total
32,259,830
36,376,026
CILS LEIGHTON BUZZARD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
5
Operating profit
2024
2023
Operating profit for the year/period is stated after charging/(crediting):
£
£
Fees in relation to auditor remuneration
74,578
42,000
Fee payable for taxation advisory services
5,900
28,000
Fee payable for marketing costs
-
15,832
Fees for asset management services
189,177
184,620
6
Employees
The Company had no employees and incurred no staff costs during the year. There were £nil Directors' emoluments in the year (2023: £nil).
7
Finance income
2024
2023
£
£
Interest income
Interest on bank deposits
493
8
Finance costs
2024
2023
£
£
Interest on bank overdrafts and loans
7,249,161
7,449,642
Amortisation of finance cost
970,103
967,454
Total finance cost
8,219,264
8,417,096
CILS LEIGHTON BUZZARD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
9
Taxation
The charge for the year can be reconciled to the loss per the income statement as follows:
2024
2023
£
£
Loss before taxation
(4,243,629)
(6,648,507)
Expected tax credit based on a corporation tax rate of 25.00% (2023: 23.50%)
(1,060,907)
(1,562,399)
Fair value movements on investment property not recognised for tax purposes
(167,808)
338,786
Anti hybrid disallowances
754,267
550,626
Corporate interest restriction
840,303
1,461,484
Capital allowances relief
(447,434)
(428,076)
Current year tax credit
81,579
(360,421)
Taxation charge for the period
-
-
The Company has unutilised carried forward tax losses of £326,315 as at 31 December 2024 (2023: £nil). No deferred tax asset has been recognised on this amount as the Company cannot be certain that there will be taxable profits arising within its residual business from which the future reversal of the deferred tax asset could be deducted.
In the March 2021 Budget it was announced that legislation would be introduced in the Finance Bill 2021 to increase the main rate of UK corporation tax from 19% to 25%, effective April 2023. This was substantively enacted in May 2021 therefore, any closing deferred tax balance is calculated at 25%.
There was no deferred income tax recognised in the year.
10
Investment property
2024
£
Fair value
At 1 January 2024
91,650,000
Net gain on fair value adjustment
671,232
Addition of capitalised lease incentive
978,768
At 31 December 2024
93,300,000
The cost of the Investment Property as at 31 December 2024, based on the historical cost basis is £110,404,140 (2023: £110,480,577).
The illustrative calculations of a valuation considered to be compliant with the principals of RICS Valuation - Professional Standards 2022, were carried out by CBRE Limited as at 31 December 2024. The valuers have prepared the calculations using the basis of fair value as at the valuation date pursuant to IFRS 13 - Fair Value Measurement.
Key assumptions used in the valuation include an estimated rental value of £11.44 per sq ft (2023: between £11.50 and £12.50 per sq ft), a capitalisation rate of 5.25% (2023: 5.25%) and adjusting for purchaser costs at 6.8% (2023: 6.8%).
CILS LEIGHTON BUZZARD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
11
Deposits
Non-current
2024
2023
£
£
Tenant Deposits
546,608
546,608
The tenant deposits held are both a non-current receivable and a non-current payable in the Statement of financial position.
12
Trade and other receivables
2024
2023
£
£
Trade receivables
-
(10,471)
VAT recoverable
-
4,344
Amount owed by parent undertaking
12,896
Prepayments and accrued income
38,950
21,442
38,950
28,211
All trade and other receivable amounts are interest-free and unsecured.
Amount owed by parent undertaking is repayable on demand.
13
Trade and other payables
2024
2023
£
£
Trade payables
57,923
66,487
Amount owed to parent undertaking
9,142,781
4,798,577
Retention payable
-
4,734
Loan interest accrual
1,450,330
1,617,803
Accruals
83,985
90,286
Taxation and social security
179,302
84,399
10,914,321
6,662,286
Amounts owed to the parent undertaking are unsecured, interest-free and repayable on demand.
The Loan interest accrual include amounts accrued from 21 October 2024 to 31 December 2024 in relation to the bank loans.
14
Borrowings
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Borrowings held at amortised cost:
Bank loans
86,090,735
-
-
85,120,633
CILS LEIGHTON BUZZARD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
14
Borrowings
(Continued)
- 20 -
2024
2023
£
£
Borrowings held at amortised cost:
Bank loans
86,345,188
86,345,190
Unamortised finance costs
(254,453)
(1,224,557)
86,090,735
85,120,633
The Company has a finance facility provided by Blackstone (via Claus Investments S.a.r.l) for a 3-year loan facility with two one-year extensions, commencing 2 April 2022, and guaranteed by its parent CILS1 UK Holdings Limited. The facility is secured against investment property.
Interest is payable at a 3.5% interest margin plus the daily compounded SONIA rate. The bank finance is subject to an 82.5% loan-to-value (LTV) default covenant and a 4.75% net rental income (NRI) with 70% LTV and 5.75% cash trap covenant. The Company was compliant with all covenants as at the year end.
In January 2025, an amendment to the facility agreement was signed with Blackstone to extend the maturity date to 14 November 2025. As part of this amendment, the loan-to-value covenant has been increased to 85% and the debt yield has been removed.
As at the year-end there is £1,450,330 (2023: £1,617,803) of accrued loan interest shown as a current liability. Interest is repayable quarterly and principal repayable at the end of the term.
CILS1 UK Holdings Limited, the parent entity, purchased a two year interest rate cap in March 2022, for the group facility, to hedge the interest rate risk, capping the total interest payable at 2.50%.
CILS1 UK Holdings Limited, the parent entity, purchased a one year interest rate cap in April 2024, for the group facility, to hedge the interest rate risk, capping the total interest payable at 6%.
15
Deferred revenue
2024
2023
£
£
Arising from Rental Income
509,210
219,335
16
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Authorised
Ordinary share of £1 each
11
8
11
8
Issued and fully paid
Ordinary share of £1 each
11
8
11
8
CILS LEIGHTON BUZZARD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
16
Share capital
(Continued)
- 21 -
On 28 March 2024, the Company issued 1 Ordinary Share of £1 at a price of £270,000, creating share premium of £269,999.
On 1 July 2024, the Company issued 1 Ordinary Share of £1 at a price of £5,000, creating share premium of £4,999.
On 26 September 2024, the Company issued 1 Ordinary Share of £1 at a price of £150,000, creating share premium of £149,999.
17
Share premium account
2024
2023
£
£
At the beginning of the Year
30,663,265
23,031,547
Shares issued during the Year
424,997
7,631,718
At the end of the Year
31,088,262
30,663,265
During the year ended 31 December 2024, CILS1 UK Holdings Limited provided the Company with funding amounts totalling £425,000 (2023: £7,631,722) which were unsecured, interest free and repayable on demand. During the year the amounts were converted to equity consisting of a total of 3 equity shares of £1 each issued at a total premium of £424,997 (2023: 4 equity shares of £1 each issued at a total premium of £7,631,718).
18
Retained earnings
2024
2023
£
£
At the beginning of the Year
(30,283,688)
(23,635,181)
Loss for the Year
(4,243,629)
(6,648,507)
At the end of the Year
(34,527,317)
(30,283,688)
The accumulated losses reserve represents cumulative profits and losses net of dividends paid and other adjustments. These are shown in the statement of changes in equity (page 10).
19
Related party transactions
In accordance with FRS 101, the Company has taken advantage of the exemption from disclosing related party transactions with entities owned wholly by the group.
20
Controlling party
As at 31 December 2024, the only parent undertaking that consolidates the results of the Company and whose financial statements are publicly available is CILS1 UK Holdings Limited, an entity incorporated in the United Kingdom.
CILS1 UK Holdings Limited is 100% owned by CI Logistics Strat 1 LP, a partnership incorporated in Jersey. The general partner of CI Logistics Strat 1 LP is CI Logistics Strat 1 GP Limited, an entity incorporated in Jersey. The financial statements of these entities are not publicly available.
ACZ Investments LP and UKLP Holding LP, the two limited partners of CI Logistics Strat 1 LP, equally share control of the Company and the directors consider there to be no ultimate controlling party.
CILS LEIGHTON BUZZARD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
21
Post balance sheet events
On 28 January 2025 the facility agreement with Blackstone was amended to extend the maturity date to 14 November 2025. At this date there was a principal repayment of £8,605,442. As part of this amendment the LTV covenant has been increased to 85% and the NRI and cash trap covenants have been removed.
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