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.
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.
The Directors who held office during the year and up to the date of approval of the financial statements were as follows:
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.
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.
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.
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.
Details of subsequent events are set out in note 17.
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).
Basis for 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.
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:
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.
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 understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures. We corroborated our enquiries through our review of minutes of board meetings of the Company as well as validating how policies and procedures in these areas are communicated and monitored. We also reviewed any correspondence with relevant authorities.
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.
Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved supplementing our enquiries of management and those charged with governance as well as review of board meeting minutes of the Company.
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.
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.
The notes on pages 10 to 19 form part of these financial statements.
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).
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.
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.
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.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
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.
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'.
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.
Financial liabilities are derecognised when, and only when, the Company’s obligations are discharged, cancelled, or they expire.
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.
The tax expense represents the sum of the tax currently payable and deferred tax.
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.
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:
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.
The Company had no employees and incurred no staff costs during the year. There were £nil Directors' emoluments in the year (2023: £nil).
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).
The charge for the year can be reconciled to the loss per the income statement as follows:
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%.
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%).
All Trade and other receivable amounts are interest-free and unsecured.
Amount owed by parent undertaking is repayable on demand.
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.
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%.
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
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).
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).
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.
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.