Company registration number 13982984 (England and Wales)
CILS BARNSLEY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CILS BARNSLEY 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
13982984
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 BARNSLEY 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
Statement of changes in equity
9
Notes to the financial statements
10 - 19
CILS BARNSLEY LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The Directors present their annual report and audited financial statements for CILS Barnsley 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 £3,667,049 (2023: £14,067,628) of which £24,506 relates to fair value loss on investment property (2023: £13,285,524).

 

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 as the loss before tax has reduced on prior year and considering the back drop of difficult market conditions and low leasing activity in the market.

Directors

The Directors who held office during the year 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 which were made during the year and remain in force at the reporting date.

Donations

During the year the Company made no charitable donations.

Future developments

The Directors are confident the Company will achieve stable revenue once it is leased. Focus continues to be on leasing the asset to maximise the revenue for the leased commercial units over the next financial year as tenants look to secure attractive logistics premises from which to operate.

 

The Directors are satisfied that the location will offer a continuing appeal in the logistics sector and to businesses seeking a location with good links for distribution. These factors, along with continued careful management of costs, are expected to drive profitability in the future.

CILS BARNSLEY 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 £36,429,347 (2023: £647,372) and net assets of £3,120,653 (2023: £6,086,702). 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 was a director at the date of approving this report is aware, there is no relevant audit information of which the Company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the Company’s auditor is aware of that information.

Subsequents events

Details of subsequent events are set out in note 17.

On behalf of the board
Mr T M Brazier
Director
1 April 2025
CILS BARNSLEY 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:

 

 

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 BARNSLEY LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CILS BARNSLEY LIMITED
- 4 -
Opinion

We have audited the financial statements of CILS Barnsley 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 17, 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:

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 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 BARNSLEY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CILS BARNSLEY LIMITED
- 5 -

Other information

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:

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:

 

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 BARNSLEY LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CILS BARNSLEY 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:

 

 

 

 

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.

Use of our 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
1 April 2025
CILS BARNSLEY LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
2024
2023
Notes
£
£
Administrative expenses
(662,321)
(206,668)
Fair value loss on investment property
(24,506)
(13,285,524)
Operating loss
3
(686,827)
(13,492,192)
Finance income
5
-
3,660
Finance costs
6
(2,980,222)
(579,096)
Loss before taxation
(3,667,049)
(14,067,628)
Tax on loss
7
-
0
-
0
Total loss for the year
14
(3,667,049)
(14,067,628)

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 other comprehensive income is presented.

 

The notes on pages 10 to 19 form part of these financial statements.

CILS BARNSLEY LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 8 -
2024
2023
Notes
£
£
£
£
Non-current assets
Investment property
8
39,550,000
39,300,000
Current assets
Trade and other receivables
9
100,822
221,394
Cash and cash equivalents
9,162
153,207
109,984
374,601
Current liabilities
Borrowings
11
32,751,468
-
0
Trade and other payables
10
3,787,863
1,021,973
36,539,331
1,021,973
Net current liabilities
(36,429,347)
(647,372)
Total assets less current liabilities
3,120,653
38,652,628
Non-current liabilities
Borrowings
11
-
0
32,565,926
-
(32,565,926)
Net assets
3,120,653
6,086,702
Equity
Called up share capital
12
11
8
Share premium account
13
20,936,042
20,235,045
Retained earnings
14
(17,815,400)
(14,148,351)
Total equity
3,120,653
6,086,702

The financial statements include the Notes presented on pages 10 - 19.

 

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 - 19 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 13982984
CILS BARNSLEY LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
Share capital
Share premium account
Retained earnings
Total
Notes
£
£
£
£
Balance at 1 January 2023
4
6,186,874
(80,723)
6,106,155
Year ended 31 December 2023:
Loss for the year
-
-
(14,067,628)
(14,067,628)
Issue of share capital
12
4
14,048,171
-
14,048,175
Balance at 31 December 2023
8
20,235,045
(14,148,351)
6,086,702
Year ended 31 December 2024:
Loss for the year
-
-
(3,667,049)
(3,667,049)
Issue of share capital
12
3
700,997
-
701,000
Balance at 31 December 2024
11
20,936,042
(17,815,400)
3,120,653

The notes on pages 10 to 19 form part of these financial statements.

CILS BARNSLEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
1
Material accounting policies information
Company information

CILS Barnsley Limited is a private Company limited by shares registered in England and Wales and incorporated in the United Kingdom under the Companies Act 2006 on 22 March 2022. 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 15. Details of the parent entity are given in note 15 to the financial statements.

 

CILS BARNSLEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Material accounting policies information
(Continued)
- 11 -

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:

 

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 £36,429,347 (2023: £647,372) and net assets of £3,120,653 (2023: £6,086,702). 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.

1.3
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.

CILS BARNSLEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Material accounting policies information
(Continued)
- 12 -

The Company's investment property is comprised of a logistics asset in Barnsley. The investment property in the Company is held at fair value during the year ended 31 December 2024.

1.4
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.

1.5
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.

1.6
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.

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.

1.7
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'.

CILS BARNSLEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Material accounting policies information
(Continued)
- 13 -
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:

 

 

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.

1.8
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.

1.9
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 regulation 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.

CILS BARNSLEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Material accounting policies information
(Continued)
- 14 -

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.

 

The following are the Company's key sources of estimation uncertainty:

Key sources of estimation uncertainty
Fair value of investment property

The Company's investment property held 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.

 

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 8.

 

Investment property is measured based on estimates prepared by independent real estate valuation experts.

3
Operating loss
2024
2023
Operating loss for the year is stated after charging:
£
£
Fees for asset management services
55,142
10,575
Fees in relation to auditor remuneration
52,897
21,000
Fee for taxation advisory services
21,900
12,000
Fee for marketing costs
42,012
64,599
CILS BARNSLEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
4
Employees

The Company had no employees and incurred no staff costs during the year. There were £nil Directors' emoluments in the year (2023: £nil).

5
Finance Income
2024
2023
£
£
Interest income
Interest on bank deposits
-
0
3,660
6
Finance costs
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
2,980,222
579,096
2,980,222
579,096

Borrowing costs excluded from interest expense and included in the cost of investment property during the year at a capitalisation rate of 3.5% plus the daily SONIA rate are £Nil (2023: £1,732,886).

CILS BARNSLEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
7
Taxation

The charge for the year can be reconciled to the loss per the income statement as follows:

2024
2023
£
£
Loss before taxation
(3,667,049)
(14,067,628)
Expected tax credit based on a corporation tax rate of 25.00% (2023: 23.50%)
(916,762)
(3,305,893)
Anti hybrid disallowances
426,273
82,707
Current tax year credit
111,219
527,578
Fair value movements on investment property not recognised for tax purposes
6,127
3,122,098
Corporate interest restriction
409,780
133,053
Capital allowance relief
(36,637)
(559,543)
Taxation charge for the year
-
-

The Company has unutilised carried forward tax losses of £763,254 as at 31 December 2024 (2023: £1,502,976).  No deferred tax asset has been recognised on this amount as the Company cannot be certain that there will be future taxable profits arising within its residual business from which the future reversal of the deferred tax asset could be deducted.

 

There was no deferred income tax recognised during the year.

 

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%.

8
Investment property
2024
£
Fair Value
At 1 January 2024
39,300,000
Addition of construction costs
274,506
Net loss from fair value adjustment
(24,506)
At 31 December 2024
39,550,000

The cost of the Investment property as at 31 December 2024, based on the historical cost basis is £52,860,030 (2023: £52,585,524)

 

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 £7.75 per sq ft (2023: £8.00 per sq ft), a capitalisation rate of 5.5% (2023: 5.5%) and adjusting for purchaser costs at 6.8% (2023: 6.8%).

CILS BARNSLEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
9
Trade and other receivables
2024
2023
£
£
VAT recoverable
11,136
-
Amount owed by parent undertaking
-
0
221,394
Insurance receivable
89,686
-
100,822
221,394

All Trade and other receivable amounts are interest-free and unsecured.

 

Amount owed by parent undertaking is repayable on demand.

 

10
Trade and other payables
2024
2023
£
£
Trade payables
19,148
22,196
Amount owed to parent undertaking
2,800,394
-
0
Retention payable
339,857
336,433
VAT
-
8,260
Loan interest accrual
570,595
595,681
Accruals
57,869
59,403
3,787,863
1,021,973

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.

11
Borrowings
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Borrowings held at amortised cost:
Bank loans
32,751,468
-
-
32,565,926
2024
2023
£
£
Borrowings held at amortised cost:
Bank loans
32,773,304
32,671,010
Unamortised finance costs
(21,836)
(105,084)
32,751,468
32,565,926
CILS BARNSLEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Borrowings
(Continued)
- 18 -

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 the development asset.

 

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 £570,595 (2023: £595,681) 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%.

12
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

On 28 March 2024, the Company issued 1 Ordinary Share of £1 at a price of £186,000, creating share premium of £185,999.

 

On 01 July 2024, the Company issued 1 Ordinary Share of £1 at a price of £350,000, creating share premium of £349,999.

 

On 26 September 2024, the Company issued 1 Ordinary Share of £1 at a price of £165,000, creating share premium of £164,999

13
Share premium account
2024
2023
£
£
At the beginning of the year
20,235,045
6,186,874
Issued during the year
700,997
14,048,171
At the end of the year
20,936,042
20,235,045

During the year ended 31 December 2024, CILS1 UK Holdings Limited provided the Company with funding amounts totalling £701,000 (2023: £14,048,175) 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 £700,997 (2023: 4 equity shares of £1 each at a total premium of £14,048,171).

CILS BARNSLEY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
14
Retained earnings
2024
2023
£
£
At the beginning of the year
(14,148,351)
(80,723)
Loss for the year
(3,667,049)
(14,067,628)
At the end of the year
(17,815,400)
(14,148,351)

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 9).

15
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 ultimate control of the Company and the directors consider there to be no ultimate controlling party.

16
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.

17
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 £3,391,642. 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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