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REGISTERED NUMBER: 15087903 (England and Wales)















STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE PERIOD 22 AUGUST 2023 TO 31 DECEMBER 2024

FOR

BISHOPSGATE HOLDCO LTD

BISHOPSGATE HOLDCO LTD (REGISTERED NUMBER: 15087903)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE PERIOD 22 AUGUST 2023 TO 31 DECEMBER 2024










Page

Company Information 1

Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 5

Income Statement 9

Other Comprehensive Income 10

Balance Sheet 11

Statement of Changes in Equity 12

Cash Flow Statement 13

Notes to the Cash Flow Statement 14

Notes to the Financial Statements 15


BISHOPSGATE HOLDCO LTD

COMPANY INFORMATION
FOR THE PERIOD 22 AUGUST 2023 TO 31 DECEMBER 2024







DIRECTORS: T Bloch
M Nilsson





SECRETARY: Oakwood Corporate Secretary Limited





REGISTERED OFFICE: 3rd Floor 1 Ashley Road
Altrincham
United Kingdom
Cheshire
WA14 2DT





REGISTERED NUMBER: 15087903 (England and Wales)





AUDITORS: Fawcetts LLP
Chartered Accountants
and Statutory Auditors
Windover House
St. Ann Street
Salisbury
SP1 2DR

BISHOPSGATE HOLDCO LTD (REGISTERED NUMBER: 15087903)

STRATEGIC REPORT
FOR THE PERIOD 22 AUGUST 2023 TO 31 DECEMBER 2024


The directors present their strategic report for the period 22 August 2023 to 31 December 2024.

REVIEW OF BUSINESS
The company was incorporated on 22 August 2023 and was dormant until 6 February 2024.

On 6 February 2024 the company issued 45,342,999 £1 shares and purchased the entire issued share capital of Bishopsgate NewCo Ltd.

The company acts as an intermediate holding company and carries out no activities other than holding the investment in Bishopsgate Newco Ltd.

ON BEHALF OF THE BOARD:





T Bloch - Director


20 May 2025

BISHOPSGATE HOLDCO LTD (REGISTERED NUMBER: 15087903)

REPORT OF THE DIRECTORS
FOR THE PERIOD 22 AUGUST 2023 TO 31 DECEMBER 2024


The directors present their report with the financial statements of the company for the period 22 August 2023 to 31 December 2024.

INCORPORATION
The company was incorporated on 22 August 2023 and commenced trading on 1 January 2024.

PRINCIPAL ACTIVITY
The principal activity of the company in the period under review was that of a holding company.

DIVIDENDS
No dividends will be distributed for the period ended 31 December 2024.

DIRECTORS
The directors who have held office during the period from 22 August 2023 to the date of this report are as follows:

T Bloch - appointed 27 November 2023
M Nilsson - appointed 15 February 2024
A Wikner - appointed 15 February 2024 - resigned 1 May 2024
C A S Rickards - appointed 22 August 2023 - resigned 15 February 2024

Both the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

BISHOPSGATE HOLDCO LTD (REGISTERED NUMBER: 15087903)

REPORT OF THE DIRECTORS
FOR THE PERIOD 22 AUGUST 2023 TO 31 DECEMBER 2024


AUDITORS
The auditors, Fawcetts LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





T Bloch - Director


20 May 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BISHOPSGATE HOLDCO LTD


Opinion
We have audited the financial statements of Bishopsgate Holdco Ltd (the 'company') for the period ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2024;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BISHOPSGATE HOLDCO LTD


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BISHOPSGATE HOLDCO LTD


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Identifying and assessing potential risks related to irregularities and fraud
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations we consider the following:

- the nature of the industry/sector, control environment and financial performance;

-
results of our enquiries of management about their own identification and assessment of the risk of
irregularities;
- any matters we identified having obtained and reviewed the company's documentation of their policies and
procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of any
instances of non-compliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected
or alleged fraud; and
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;.
- the matters discussed among the audit engagement team regarding how and where fraud might occur in the
financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following area: revenue and profit recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We have also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation.

Audit response to risk identified
As a result of performing the above, we identified revenue and profit recognition, stock valuation, estimation techniques and management override of controls as key matters related to the potential risk of fraud or material misstatement. Our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance
with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
- enquiring of management concerning actual and potential litigation and claims;
- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of
material misstatement due to fraud;
- performing substantive procedures to ascertain the completeness, existence, valuation and, rights and
obligations of stocks as at the year-end;
- understanding the entity's revenue recognition policies and how they are applied, including the relevant
controls and processes and performing a walk-through to validate our understanding;
- performing analytical procedures to compare revenue recognised against expectations, past results, and
management forecasts, and investigated material divergences by obtaining corroborative evidence;
- reading minutes of meetings of those charged with governance and reviewing any correspondence with
HMRC; and

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BISHOPSGATE HOLDCO LTD

-
in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Simon Ellingham FCA (Senior Statutory Auditor)
for and on behalf of Fawcetts LLP
Chartered Accountants
and Statutory Auditors
Windover House
St. Ann Street
Salisbury
SP1 2DR

20 May 2025

BISHOPSGATE HOLDCO LTD (REGISTERED NUMBER: 15087903)

INCOME STATEMENT
FOR THE PERIOD 22 AUGUST 2023 TO 31 DECEMBER 2024

Notes £   

TURNOVER -
OPERATING PROFIT and
PROFIT BEFORE TAXATION -

Tax on profit 4 -
PROFIT FOR THE FINANCIAL PERIOD -

BISHOPSGATE HOLDCO LTD (REGISTERED NUMBER: 15087903)

OTHER COMPREHENSIVE INCOME
FOR THE PERIOD 22 AUGUST 2023 TO 31 DECEMBER 2024

Notes £   

PROFIT FOR THE PERIOD -


OTHER COMPREHENSIVE INCOME -
TOTAL COMPREHENSIVE INCOME FOR THE
PERIOD

-

BISHOPSGATE HOLDCO LTD (REGISTERED NUMBER: 15087903)

BALANCE SHEET
31 DECEMBER 2024

Notes £   
FIXED ASSETS
Investments 5 45,342,999
TOTAL ASSETS LESS CURRENT LIABILITIES 45,342,999

CAPITAL AND RESERVES
Called up share capital 6 45,342,999
SHAREHOLDERS' FUNDS 45,342,999

The financial statements were approved by the Board of Directors and authorised for issue on 20 May 2025 and were signed on its behalf by:





T Bloch - Director


BISHOPSGATE HOLDCO LTD (REGISTERED NUMBER: 15087903)

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 22 AUGUST 2023 TO 31 DECEMBER 2024

Called up
share Retained Total
capital earnings equity
£    £    £   

Changes in equity
Issue of share capital 45,342,999 - 45,342,999
Balance at 31 December 2024 45,342,999 - 45,342,999

BISHOPSGATE HOLDCO LTD (REGISTERED NUMBER: 15087903)

CASH FLOW STATEMENT
FOR THE PERIOD 22 AUGUST 2023 TO 31 DECEMBER 2024

Notes £   
Cash flows from operating activities
Cash generated from operations 1 -

Cash flows from investing activities
Purchase of fixed asset investments (45,342,999 )
Net cash from investing activities (45,342,999 )

Cash flows from financing activities
Share issue 45,342,999
Net cash from financing activities 45,342,999

Increase in cash and cash equivalents -
Cash and cash equivalents at beginning of
period

-

Cash and cash equivalents at end of period -

BISHOPSGATE HOLDCO LTD (REGISTERED NUMBER: 15087903)

NOTES TO THE CASH FLOW STATEMENT
FOR THE PERIOD 22 AUGUST 2023 TO 31 DECEMBER 2024


1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

£   
Profit before taxation -
Cash generated from operations -

BISHOPSGATE HOLDCO LTD (REGISTERED NUMBER: 15087903)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 22 AUGUST 2023 TO 31 DECEMBER 2024


1. STATUTORY INFORMATION

Bishopsgate Holdco Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements
The financial statements contain information about Bishopsgate Holdco Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Elanders AB, 1c, Flojelbergsgatan, Molndal, Sweden, 43137.

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

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

Current or deferred taxation assets and liabilities are not discounted.

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

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

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

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

3. EMPLOYEES AND DIRECTORS

There were no staff costs for the period ended 31 December 2024.

The average number of employees during the period was NIL.

£   
Directors' remuneration -

BISHOPSGATE HOLDCO LTD (REGISTERED NUMBER: 15087903)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 22 AUGUST 2023 TO 31 DECEMBER 2024


4. TAXATION

Analysis of the tax charge
No liability to UK corporation tax arose for the period.

5. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
Additions 45,342,999
At 31 December 2024 45,342,999
NET BOOK VALUE
At 31 December 2024 45,342,999

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Bishopsgate Newco Ltd
Registered office: 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, WA14 2DT, UK
Nature of business: Specialist logistics
%
Class of shares: holding
Ordinary 100.00
2024
£   
Aggregate capital and reserves 7,761,402
Profit for the period 6,589,962

6. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal
value: £   
40,124,365 A Ordinary £1 40,124,365
5,218,634 B Ordinary £1 5,218,634
45,342,999

The following shares were allotted and fully paid for cash at par during the period:

40,124,365 A Ordinary shares of £1 each
5,218,634 B Ordinary shares of £1 each

BISHOPSGATE HOLDCO LTD (REGISTERED NUMBER: 15087903)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 22 AUGUST 2023 TO 31 DECEMBER 2024


7. RESERVES
Retained
earnings
£   

Profit for the period -
At 31 December 2024 -

8. ULTIMATE CONTROLLING PARTY

Until 6 February 2024 the ultimate controlling party was C A S Rickards.

On 6 February 2024 the company became a subsidiary of Elanders Holding UK Limited, a company registered in England and Wales.

Elanders Holding UK Limited is a wholly owned subsidiary of Elanders AB, a public company registered in Sweden.

The ultimate controlling party of Elanders AB is Carl Bennet.