CLdN Ports Humber Limited 00052665 false 2024-01-01 2024-12-31 2024-12-31 The principal activity of the company is The principal activity of the company during the year was that of property investment in the ports sector. Digita Accounts Production Advanced 6.30.9574.0 true true true false false true false false false false false 00052665 2024-01-01 2024-12-31 00052665 2024-12-31 00052665 bus:Director10 2024-12-31 00052665 bus:OrdinaryShareClass1 bus:CumulativeShares 2024-12-31 00052665 bus:Consolidated 2024-12-31 00052665 core:AcceleratedTaxDepreciationDeferredTax 2024-12-31 00052665 core:FurtherSpecificReserve1ComponentTotalEquity 2024-12-31 00052665 core:OtherReservesSubtotal 2024-12-31 00052665 core:RetainedEarningsAccumulatedLosses 2024-12-31 00052665 core:ShareCapital 2024-12-31 00052665 core:SharePremium 2024-12-31 00052665 core:FinancialAssetsDesignatedFairValueThroughProfitOrLoss core:Non-currentFinancialInstruments 2024-12-31 00052665 core:CurrentFinancialInstruments 2024-12-31 00052665 core:CurrentFinancialInstruments core:WithinOneYear 2024-12-31 00052665 core:PensionPlan1 2024-12-31 00052665 core:ConstructionInProgressAssetsUnderConstruction 2024-12-31 00052665 core:LandBuildings 2024-12-31 00052665 core:OtherPropertyPlantEquipment 2024-12-31 00052665 core:PlantMachinery 2024-12-31 00052665 bus:FRS102 2024-01-01 2024-12-31 00052665 bus:Audited 2024-01-01 2024-12-31 00052665 bus:FullAccounts 2024-01-01 2024-12-31 00052665 bus:RegisteredOffice 2024-01-01 2024-12-31 00052665 bus:Director10 2024-01-01 2024-12-31 00052665 bus:Director9 2024-01-01 2024-12-31 00052665 bus:OrdinaryShareClass1 bus:CumulativeShares 2024-01-01 2024-12-31 00052665 bus:Consolidated 2024-01-01 2024-12-31 00052665 bus:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 00052665 core:FinancialGuarantees 2024-01-01 2024-12-31 00052665 core:FurtherSpecificReserve1ComponentTotalEquity 2024-01-01 2024-12-31 00052665 core:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 00052665 core:ShareCapital 2024-01-01 2024-12-31 00052665 core:SharePremium 2024-01-01 2024-12-31 00052665 core:PensionPlan1 2024-01-01 2024-12-31 00052665 core:ConstructionInProgressAssetsUnderConstruction 2024-01-01 2024-12-31 00052665 core:LandBuildings 2024-01-01 2024-12-31 00052665 core:OtherPropertyPlantEquipment 2024-01-01 2024-12-31 00052665 core:PlantMachinery 2024-01-01 2024-12-31 00052665 core:EntitiesWithJointControlOrSignificantInfluenceOverReportingEntity 2024-01-01 2024-12-31 00052665 core:Subsidiary1 2024-01-01 2024-12-31 00052665 core:Subsidiary2 2024-01-01 2024-12-31 00052665 core:Subsidiary3 2024-01-01 2024-12-31 00052665 core:Subsidiary4 2024-01-01 2024-12-31 00052665 core:Subsidiary5 2024-01-01 2024-12-31 00052665 core:UKTax 2024-01-01 2024-12-31 00052665 1 2024-01-01 2024-12-31 00052665 countries:EnglandWales 2024-01-01 2024-12-31 00052665 2023-12-31 00052665 core:FurtherSpecificReserve1ComponentTotalEquity 2023-12-31 00052665 core:RetainedEarningsAccumulatedLosses 2023-12-31 00052665 core:ShareCapital 2023-12-31 00052665 core:SharePremium 2023-12-31 00052665 core:CostValuation 2023-12-31 00052665 core:PensionPlan1 2023-12-31 00052665 core:ConstructionInProgressAssetsUnderConstruction 2023-12-31 00052665 core:LandBuildings 2023-12-31 00052665 core:OtherPropertyPlantEquipment 2023-12-31 00052665 2023-01-01 2023-12-31 00052665 2023-12-31 00052665 bus:OrdinaryShareClass1 bus:CumulativeShares 2023-12-31 00052665 core:AcceleratedTaxDepreciationDeferredTax 2023-12-31 00052665 core:OtherReservesSubtotal 2023-12-31 00052665 core:RetainedEarningsAccumulatedLosses 2023-12-31 00052665 core:ShareCapital 2023-12-31 00052665 core:SharePremium 2023-12-31 00052665 core:FinancialAssetsDesignatedFairValueThroughProfitOrLoss core:Non-currentFinancialInstruments 2023-12-31 00052665 core:CurrentFinancialInstruments 2023-12-31 00052665 core:CurrentFinancialInstruments core:WithinOneYear 2023-12-31 00052665 core:PensionPlan1 2023-12-31 00052665 core:ConstructionInProgressAssetsUnderConstruction 2023-12-31 00052665 core:LandBuildings 2023-12-31 00052665 core:OtherPropertyPlantEquipment 2023-12-31 00052665 core:PlantMachinery 2023-12-31 00052665 core:FurtherSpecificReserve1ComponentTotalEquity core:PreviouslyStatedAmount 2023-01-01 2023-12-31 00052665 core:RetainedEarningsAccumulatedLosses core:PreviouslyStatedAmount 2023-01-01 2023-12-31 00052665 core:ShareCapital core:PreviouslyStatedAmount 2023-01-01 2023-12-31 00052665 core:SharePremium core:PreviouslyStatedAmount 2023-01-01 2023-12-31 00052665 core:PreviouslyStatedAmount 2023-01-01 2023-12-31 00052665 core:Subsidiary1 2023-01-01 2023-12-31 00052665 core:Subsidiary2 2023-01-01 2023-12-31 00052665 core:Subsidiary3 2023-01-01 2023-12-31 00052665 core:Subsidiary4 2023-01-01 2023-12-31 00052665 core:Subsidiary5 2023-01-01 2023-12-31 00052665 core:UKTax 2023-01-01 2023-12-31 00052665 2022-12-31 00052665 core:FurtherSpecificReserve1ComponentTotalEquity 2022-12-31 00052665 core:RetainedEarningsAccumulatedLosses 2022-12-31 00052665 core:ShareCapital 2022-12-31 00052665 core:SharePremium 2022-12-31 iso4217:GBP xbrli:pure xbrli:shares

Registration number: 00052665

CLdN Ports Humber Limited

Annual Report and Financial Statements

for the Year Ended 31 December 2024

Brebners
Chartered Accountants & Statutory Auditor
130 Shaftesbury Avenue
London
W1D 5AR

 

CLdN Ports Humber Limited

Contents

Company Information

1

Strategic Report

2 to 3

Director's Report

4

Statement of Director's Responsibilities

5

Independent Auditor's Report

6 to 9

Income Statement

10

Statement of Comprehensive Income

11

Statement of Financial Position

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14 to 26

 

CLdN Ports Humber Limited

Company Information

Director

D J D Hooybergs

Registered office

130 Shaftesbury Avenue
2nd Floor
London
W1D 5EU

Auditor

Brebners
Chartered Accountants & Statutory Auditor
130 Shaftesbury Avenue
London
W1D 5AR

 

CLdN Ports Humber Limited

Strategic Report for the Year Ended 31 December 2024

The director presents the strategic report for the year ended 31 December 2024.

Principal activity

The principal activity of the company is an investment holding company in the port sector.

Fair review of the business

In December 2024, the company acquired the unaccompanied RoRo ferry terminal and related port storage land at North Killingholme on the south bank of the River Humber owned and operated by its subsidiary, CLdN Ports Killingholme Limited. The terminal comprises approximately 218 acres of operational port land and six RoRo berths handling EU-UK unaccompanied unitised freight: containers, trailers and automotive units and general cargo. The company’s customers include related group shipping lines. Following the acquisition, the terminal will continue to be operated by its subsidiary but responsibility for improvement and enhancement of the terminal estate will sit with the company.

The Company is a member of the CLdN Links group, which provides transportation services through its network of ports and shipping lines and door-to-door operations. These links remained robust during the year and the CLdN Links group has a significant market share in EU-UK Trade.

Development and performance of the company's business during the financial year

From the date of acquisition of the port estate in Killingholme, the company received rental income from the port operator, CLdN Ports Killingholme. As this acquisition took place before the end of the year to which these financial statements relate, a small amount of rental income was received by the company in the year.

The company received dividends from its subsidiary of £90,000,000 during 2024. The increase in the company’s fixed assets during 2024 reflects the acquisition of the port estate from its subsidiary.

The profit for the year as shown in the statement of income and retained earnings reflects this income.

A third party shipping line customer will cease services to/from the Killingholme terminal in May 2025.

Key performance indicators

The company's key financial and other performance indicators during the year were as follows:

 

Unit

2024

2023

Fixed assets

£

122,439,497

66,295,449

Capital and reserves

£

147,751,052

110,013,626

Equity to fixed asset ratio

%

121

166

There are other non-financial performance indicators used by the director but none are considered to be key.

 

CLdN Ports Humber Limited

Strategic Report for the Year Ended 31 December 2024

Principal risks and uncertainties

The director assess that the key risks to the company are as follows:

The operations of its subsidiaries: the subsidiaries are exposed to risks including the loss of customers; the availability and cost of labour; the impact of energy prices (electricity and diesel for heavy equipment); Health, Safety and Environmental issues; and the impact of EU-UK relations on trading conditions. The director of the company receives reports from the directors of its subsidiaries as to how they manage and mitigate these risks.

Global economic conditions: the director expect that the impacts of global economic conditions and geo-political uncertainty will continue to impact trading conditions particularly in the automotive shipping and port sector, in which its subsidiary is active.

Development risks and costs: from December 2024 the company is responsible for the provision of port land and facilities for the operation of its subsidiary and the enhancement of those facilities through capital expenditure and development of land. The key risks in respect of development are development costs, the availability of land, and the need (where the company cannot rely on permitted development rights) to obtain planning and other consents.

Liabilities to the Simon Group Pension Fund: The Fund remains in surplus following the implementation by the Trustee of a match funding strategy in June 2023. The principal risk to the company is that future sustained periods of very high inflation above the profile adopted for the match funding result in a deficit, requiring the company to provide funding support.

Going concern

The company had net assets at 31 December 2024 amounting to £ 147,751,052. The company’s liability to the Simon Group Pension Fund (as reported in the FRS102) is nil as a result of the current surplus. Funding contributions by the company are not expected to arise in the medium term.

The company is a co-borrower and co-obligor under a €200 million revolving credit facility (reducing by €20 million annually from April 2027) together with a term loan of €20 million with other members of its group. As at the date these financial statements were approved by the directors, a combined amount of €211 million was drawn under this facility. None of these funds were at this date drawn by the company or its subsidiaries.

The director consider that although challenges to trading volumes and revenue persist from global, EU-UK, and other geopolitical factors, this should not result in issues for the company as a going concern.

Having made sufficient enquiries, and based upon the above, the director has a reasonable expectation that the company has adequate resources to continue operating in the foreseeable future. Accordingly, the director continues to adopt the going concern basis in preparing the financial statements.

 

Approved by the director on 11 June 2025 and signed on its behalf by:

.........................................
D J D Hooybergs
Director

 

CLdN Ports Humber Limited

Director's Report for the Year Ended 31 December 2024

The report and the financial statements for the year ended 31 December 2024.

Directors of the company

The directors who held office during the year were as follows:

D J D Hooybergs

F van Bellingen (ceased 29 March 2024)

Dividends

Interim dividends of £55,000,000 were declared and paid in the year (2023: £Nil). No final dividend is proposed.

Disclosure of information in the Strategic Report

The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company's strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of future developments and financial instruments.

Disclosure of information to the auditor

The director has taken steps that ought to have taken as a director in order to make aware of any relevant audit information and to establish that the company's auditors are aware of that information. The director confirms that there is no relevant information that of and of which the auditors are unaware.

Director's liabilities

As permitted by the Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force.

Approved by the director on 11 June 2025 and signed by:



 

.........................................
D J D Hooybergs
Director

 

CLdN Ports Humber Limited

Statement of Director's Responsibilities

The responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless 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 director is required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is 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 to ensure that the financial statements comply with the Companies Act 2006. 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.

 

CLdN Ports Humber Limited

Independent Auditor's Report to the Members of CLdN Ports Humber Limited
for the Year Ended 31 December 2024

Opinion

We have audited the financial statements of CLdN Ports Humber Limited (the 'company') for the year ended 31 December 2024, which comprise the Income Statement, Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, and 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 and of its profit for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

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 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 original financial statements were 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 director is responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

 

CLdN Ports Humber Limited

Independent Auditor's Report to the Members of CLdN Ports Humber Limited
for the Year Ended 31 December 2024

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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 and the Director's Report.

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 director's remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of the director

As explained more fully in the Statement of Director's Responsibilities (set out on page 5), the director is 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 director determines 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 director is 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 director either intends 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.

 

CLdN Ports Humber Limited

Independent Auditor's Report to the Members of CLdN Ports Humber Limited
for the Year Ended 31 December 2024

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the company and the industry in which it operates, we determined that the principal risks of non-compliance with laws and regulations related to the reporting framework (FRS 102 and the Companies Act 2006) and UK corporate taxation laws. These risks were communicated to our audit team and we remained alert to any indications of non-compliance throughout our audit.

We understood how the company is complying with relevant legislation by making enquiries of management. We also considered the results of our audit procedures and to what extent these corroborate this understanding and assessed the susceptibility of the company’s financial statements to material misstatement. This included consideration of how fraud might occur and evaluation of management’s incentives and opportunities for fraudulent manipulation of the financial statements.

We designed our audit procedures to identify any non-compliance with laws and regulations. Such procedures included, but were not limited to, inspection of any regulatory or legal correspondence; challenging assumptions and judgements made by management; identifying and testing journal entries with a focus on large or unusual transactions as determined based on our understanding of the business; and identifying and assessing the effectiveness of controls in place to prevent and detect fraud.

Owing to the inherent limitations of an audit, there remains a risk that a material misstatement may not have been detected, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance with laws and regulations and cannot be expected to detect all instances of non-compliance.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

The primary responsibility for the detection and prevention of fraud rests with those responsible for governance and management. The further removed non-compliance with laws and regulations is from the events reflected in the financial statements, the less likely the auditor will become aware of it.

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, collusion, omission, misrepresentation or forgery.

 

CLdN Ports Humber Limited

Independent Auditor's Report to the Members of CLdN Ports Humber Limited
for the Year Ended 31 December 2024

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 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 members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Martin Widdowson (Senior Statutory Auditor)
For and on behalf of

Brebners, Statutory Auditor
130 Shaftesbury Avenue
London
W1D 5AR

11 June 2025

 

CLdN Ports Humber Limited

Income Statement for the Year Ended 31 December 2024

Note

2024
£

2023
£

Turnover

3

17,381

-

Administrative expenses

 

(698,852)

(782,649)

Other operating income

3,354

-

Operating loss

4

(678,117)

(782,649)

Gain on financial assets at fair value through profit and loss account

 

187,701

711,405

Income from shares in subsidiary undertakings

 

90,000,000

-

Other interest receivable and similar income

5

3,056,526

3,303,492

 

93,244,227

4,014,897

Profit before tax

 

92,566,110

3,232,248

Taxation

9

171,317

1,713,838

Profit for the financial year

 

92,737,427

4,946,086

The company has no recognised gains or losses for the year other than the results above.

 

CLdN Ports Humber Limited

Statement of Comprehensive Income for the Year Ended 31 December 2024

2024
£

2023
£

Profit for the year

92,737,427

4,946,086

Remeasurement loss on defined benefit pension schemes

-

(11,462,627)

Total comprehensive income for the year

92,737,427

(6,516,541)

 

CLdN Ports Humber Limited

Statement of Financial Position as at 31 December 2024

Note

2024
£

2023
£

Fixed assets

 

Tangible assets

10

62,045,150

4

Investments

11

58,156,993

58,156,993

Other financial assets

12

2,237,354

8,138,452

 

122,439,497

66,295,449

Current assets

 

Debtors

13

35,846,826

42,744,677

Cash at bank and in hand

14

9,734

1,217,652

 

35,856,560

43,962,329

Creditors: Amounts falling due within one year

15

(10,545,005)

(244,153)

Net current assets

 

25,311,555

43,718,176

Net assets

 

147,751,052

110,013,625

Capital and reserves

 

Called up share capital

17

52,079,921

52,079,921

Share premium reserve

13,672,909

13,672,909

Other reserves

41,014,767

41,014,767

Profit and loss account

40,983,455

3,246,028

Total equity

 

147,751,052

110,013,625

Approved and authorised by the director on 11 June 2025

 

......................................................................

D J D Hooybergs

Director

Company registration number: 00052665

 

CLdN Ports Humber Limited

Statement of Changes in Equity for the Year Ended 31 December 2024

Share capital
£

Share premium
£

Other reserves
£

Retained earnings
£

Total
£

At 1 January 2024

52,079,921

13,672,909

41,014,767

3,246,028

110,013,625

Profit for the year

-

-

-

92,737,427

92,737,427

Dividends

-

-

-

(55,000,000)

(55,000,000)

At 31 December 2024

52,079,921

13,672,909

41,014,767

40,983,455

147,751,052

Share capital
£

Share premium
£

Other reserves
£

Retained earnings
£

Total
£

At 1 January 2023

52,079,921

13,672,909

41,014,767

9,762,569

116,530,166

Profit for the year

-

-

-

4,946,086

4,946,086

Actuarial (loss)/gain recognised in pension

-

-

-

(11,462,627)

(11,462,627)

Total comprehensive income

-

-

-

(6,516,541)

(6,516,541)

At 31 December 2023

52,079,921

13,672,909

41,014,767

3,246,028

110,013,625

 

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
130 Shaftesbury Avenue
2nd Floor
London
W1D 5EU

The principal activity of the company during the year was that of property investment in the ports sector.

The principal place of business is:
Long Reach House
London Road
Purfleet
Essex
RM19 1PD

2

Accounting policies

Statement of compliance

These financial statements were 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.

Basis of preparation

These financial statements have been prepared using the historical cost convention except any items disclosed in the accounting policies as being shown at fair value and are presented in sterling, which is the functional currency of the entity.

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Summary of disclosure exemptions

Advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:

(a) No cash flow statement has been presented for the company
(b) Disclosures in respect of financial instruments have not been presented
(c) No disclosure has been given for the aggregate remuneration of key management personnel.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows:

 

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Defined benefit pension scheme

The company has obligations to pay pension benefits to certain past employees. The cost of these benefits and the present value of the obligation depend on a number of factors, including; life expectancy, salary increases, asset valuations and the discount rate on corporate bonds. Management estimates these factors in determining the net pension obligation in the statement of financial position. The assumptions reflect historical experience and current trends.

Group accounts not prepared

Exemption is taken from preparing consolidated financial statements under Companies Act 2006 Section 401 on the basis that the company and its subsidiary undertakings are reflected in the consolidated financial statements of CLdN Links SA which are publicly available.

Going concern

The company had net assets at 31 December 2024 amounting to £147,751,052.

The company's cashflow forecasts show that the company has sufficient working capital for a period of at least 12 months from the date of approval of these financial statements.

Having made sufficient enquiries, and based upon the above, the directors have a reasonable expectation that the company has adequate resources to continue operating in the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable in respect of rental income in the ordinary course of the company's activities. Turnover is stated net of value added tax and discounts.

The company recognises turnover over the period of leases or leases with tenants.

Foreign currency transactions and balances

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.

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

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

 

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and assets under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Freehold buildings

10-30 years straight line

Plant and machinery

5% - 50% straight line

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Dividends

Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined benefit pension obligation

The company recognises a defined net benefit pension asset or liability in the statement of financial position as the net total of the present value of its obligations and the fair value of plan assets out of which the obligations are to be settled. The defined benefit liability is measured on a discounted present value basis using a rate determined by reference to market yields at the reporting date on high-quality corporate bonds.

Defined benefit obligations and the related expenses are measured using the projected unit credit method. Plan surpluses are recognised as a defined benefit asset only to the extent that the surplus is recoverable either through reduced contributions in the future or through refunds from the plan.

Changes in the net defined benefit asset or liability arising from employee service are recognised in profit or loss as a current service cost where it relates to services in the current period and as a past service cost where it relates to services in prior periods. Costs relating to plan introductions, benefit changes, curtailments and settlements are recognised in profit or loss in the period in which they occur.

Net interest is determined by multiplying the net defined benefit liability by the discount rate, both as determined at the start of the reporting period, taking account of any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. Net interest is recognised in profit or loss.

3

Turnover

The analysis of the company's turnover for the year from continuing operations is as follows:

2024
£

2023
£

Rental income - UK

17,381

-

4

Operating loss

Arrived at after charging/(crediting)

2024
 £

2023
 £

Depreciation expense

18,888

-

Foreign exchange losses

1,333

749

 

20,221

749

 

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

5

Other interest receivable and similar income

2024
 £

2023
 £

Pension scheme finance income

-

731,000

Intra group interest receivable

2,949,274

2,299,759

Interest receivable from fixed asset investments

107,252

180,224

Other interest

-

92,509

3,056,526

3,303,492

6

Staff costs

The aggregate payroll costs were as follows:

2024
 £

2023
 £

Wages and salaries

138,942

163,006

Social security costs

2,164

14,106

Other employee expense

11,895

12,588

153,001

189,700

The average number of persons employed by the company during the year, was 0 (2023 - 0).

7

Director's remuneration

The directors' remuneration for the year was as follows:

2024
 £

2023
 £

Remuneration

42,500

50,000

8

Auditor's remuneration

2024
 £

2023
 £

Audit of the financial statements

18,000

17,400


 

Amounts paid to the auditor in respect of other services

2024
 £

2023
 £

Other assurance services

10,753

2,170

Tax compliance services

5,324

3,450

16,077

5,620

 

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

9

Taxation

Tax charged/(credited) in the income statement

2024
£

2023
£

Current taxation

UK corporation tax

103,978

(496,919)

UK corporation tax adjustment to prior periods

(574,652)

-

(470,674)

(496,919)

Deferred taxation

Arising from origination and reversal of timing differences

299,357

(1,216,919)

Tax receipt in the income statement

(171,317)

(1,713,838)

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2023 - lower than the standard rate of corporation tax in the UK) of 25% (2023 - 23.52%).

The differences are reconciled below:

2024
£

2023
£

Profit before tax

92,566,110

3,232,248

Corporation tax at standard rate

23,141,528

760,225

Effect of revenues exempt from taxation

(22,500,000)

-

Decrease in UK and foreign current tax from adjustment for prior periods

(574,652)

-

Tax increase/(decrease) from effect of capital allowances and depreciation

4,015

(811)

Tax increase/(decrease) from other short-term timing differences

299,357

(1,216,919)

Tax decrease arising from group relief

-

(101,151)

Other non-taxable income

(541,565)

(1,155,182)

Total tax credit

(171,317)

(1,713,838)

Deferred tax

Deferred tax assets and liabilities

2024

Asset
£

Accelerated capital allowances

164,045

Pension contributions

1,162,703

1,326,748

2023

Asset
£

Accelerated capital allowances

3,925

Pension contributions

1,622,180

1,626,105

 

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Pillar Two legislation

The company is within the scope of PILLAR Two legislation. The PILLAR Two legislation has been enacted in the UK. Since the profit before tax for the company is liable to corporation tax at the prevailing rate of 25%, the directors do not expect that the legislation will have any material impact on the company.

At 31 December 2024 the company had capital losses of £326,738 to carry forward. The company has surplus ACT arising amounting to £5,653,720 which may be used against future trading profits. No associated deferred tax assets have been recognised in the statement of financial position.

10

Tangible assets

Freehold land and buildings
£

Assets under construction
 £

Plant and equipment
£

Total
£

Cost or valuation

At 1 January 2024

-

-

2,440

2,440

Additions

60,791,123

1,256,933

15,978

62,064,034

At 31 December 2024

60,791,123

1,256,933

18,418

62,066,474

Depreciation

At 1 January 2024

-

-

2,436

2,436

Charge for the year

18,864

-

24

18,888

At 31 December 2024

18,864

-

2,460

21,324

Carrying amount

At 31 December 2024

60,772,259

1,256,933

15,958

62,045,150

At 31 December 2023

-

-

4

4

Contractual commitments for the acquisition of tangible assets

Contractual commitments for the acquisition of tangible assets were as follows:

2024
£

2023
£

Plant and equipment

16,228,506

-

   

In respect of the above, the amount of the commitment was settled in the year and included in prepayments at 31 December 2024 awaiting regulatory consents before completing acquisition.

 

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

11

Investments in subsidiaries

Subsidiaries

£

Cost or valuation

At 1 January 2024 and 31 December 2024

58,156,993

Carrying amount

At 31 December 2024

58,156,993

At 31 December 2023

58,156,993

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2024

2023

CLdN Ports Killingholme Limited

130 Shaftesbury Avenue
2nd Floor
London
W1D 5EU

Ordinary

100%

100%

         

Simon Secretarial Services Limited

130 Shaftesbury Avenue
2nd Floor
London
W1D 5EU

Ordinary

100%

100%

         

Simon Engineering Limited

130 Shaftesbury Avenue
2nd Floor
London
W1D 5EU

Ordinary

100%

100%

         

Simon Group Pension Fund Limited

130 Shaftesbury Avenue
2nd Floor
London
W1D 5EU

Ordinary

100%

100%

         

S C Cheadle Hulme Ltd

130 Shaftesbury Avenue
2nd Floor
London
W1D 5EU

Ordinary

100%

100%

         

The principal activity of CLdN Ports Killingholme Limited is that of roll-on roll-off port operations and associated trades.

 

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

12

Other financial assets (current and non-current)

Financial assets at fair value through profit and loss
£

Total
£

Investment Portfolio

Fair value

At 1 January 2024

8,138,452

8,138,452

Fair value adjustments

159,675

159,675

Additions

680,515

680,515

Disposals

(6,741,288)

(6,741,288)

At 31 December 2024

2,237,354

2,237,354

Carrying amount

At 31 December 2024

2,237,354

2,237,354

At 31 December 2023

8,138,452

8,138,452

13

Debtors

Note

2024
 £

2023
 £

Trade debtors

 

150

150

Amounts owed by group undertakings

 

18,241,966

41,085,619

Other debtors

 

17,911

15,427

Prepayments

 

16,260,051

17,376

Deferred tax assets

9

1,326,748

1,626,105

Total current trade and other debtors

 

35,846,826

42,744,677

14

Cash and cash equivalents

2024
£

2023
£

Cash at bank

9,734

17,333

Short-term deposits

-

1,200,319

9,734

1,217,652

 

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

15

Creditors

2024
 £

2023
 £

Due within one year

Trade creditors

58,794

59,802

Amounts due to group undertakings

197,771

129,593

Accrued expenses

10,281,939

48,257

Dividends payable

6,501

6,501

10,545,005

244,153

16

Pension and other schemes

Defined benefit pension schemes

Simon Group Pension Fund

The company sponsors the Simon Group Pension Fund which is a defined benefit arrangement in the UK with assets held in separately administered fund. A full actuarial valuation was carried out at 31 December 2024 by a qualified actuary, independent of the scheme's sponsoring employer. The major assumptions used by the actuary are shown below.

The scheme provides retirement benefits on the basis of members final salary. The plan is administered by an independent trustee, who is responsible for ensuring the plan is sufficiently funded to meet current and future obligations. The company has agreed a funding plan with the trustee.

Further payments are made by the group to fund the scheme deficit in accordance with the scheme Actuaries' recommendations.

The total cost relating to defined benefit schemes for the year recognised in profit or loss as an expense was £Nil (2023: £Nil).

Reconciliation of scheme assets and liabilities to assets and liabilities recognised

The amounts recognised in the statement of financial position are as follows:

2024
£

2023
£

Fair value of scheme assets

133,595,000

146,768,000

Present value of defined benefit obligation

(113,234,000)

(128,894,000)

20,361,000

17,874,000

Effect of surplus cap

(20,361,000)

(17,874,000)

Defined benefit pension scheme surplus/(deficit)

-

-

In accordance with FRS 102 the scheme surplus is not recognised as an asset within the financial statements as the company is prevented from recovering the surplus by the scheme rules.

 

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Defined benefit obligation

Changes in the defined benefit obligation are as follows:

2024
£

Present value at start of year

128,894,000

Interest cost

5,642,000

- Impact of experience

(513,000)

- Impact of amended financial assumptions

(13,684,000)

Benefits paid

(7,105,000)

Present value at end of year

113,234,000

Fair value of scheme assets

Changes in the fair value of scheme assets are as follows:

2024
£

Fair value at start of year

146,768,000

Interest income

5,642,000

Return on plan assets, excluding amounts included in interest income/(expense)

(11,710,000)

Benefits paid

(7,105,000)

Fair value at end of year

133,595,000


Fair value of scheme assets
 

2024
£

2023
£

Equities

-

-

Bonds

133,114,000

68,144,000

Gilts

481,000

77,756,000

Cash

-

868,000

133,595,000

146,768,000

Return on scheme assets

2024
£

2023
£

Interest income

5,642,000

6,386,000

Actuarial gains and losses

(11,710,000)

5,201,000

(6,068,000)

11,587,000

The pension scheme has not invested in any of the company's own financial instruments or in properties or other assets used by the company.

 

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

Principal actuarial assumptions

The principal actuarial assumptions at the statement of financial position date are as follows:

2024
%

2023
%

Discount Rate

5.40

4.50

RPI Inflation

3.20

3.20

CPI Inflation

2.70

2.75

Deferred Pension Revaluations

2.30

2.35

Post 2000 - RPI

3.00

3.00

Post 97 Pre 00 - RPI

2.10

2.10

Pre 97 excess - RPI

3.70

3.70

Post 88 GMP - RPI

3.45

3.45



Mortality

Base Table

S3PXA H/M/L

S3PXA H/M/L

Allowance for future improvements

CMI 2021 [1.0%]

CMI 2021 [1.0%]

17

Share capital

Allotted, called up and fully paid shares

 

2024

2023

 

No.

£

No.

£

Ordinary shares of £0.25 each

208,319,683

52,079,921

208,319,683

52,079,921

         

There are no restrictions on the repayment of capital or the distribution of dividends.

18

Dividends

2024

2023

£

£

Interim dividend of £0.264 (2023 - £Nil) per ordinary share

55,000,000

-

 

 
 

CLdN Ports Humber Limited

Notes to the Financial Statements for the Year Ended 31 December 2024

19

Commitments

Other financial commitments

Included in cash at bank is an amount of £Nil (2023: £1,216,961) in respect of a bank account which is pledged in favour of the Simon Group Pension Fund in respect of the scheme shortfall in accordance with a recovery agreement with the scheme trustees. The other investments in note 12 are also pledged under this agreement.

20

Contingencies

The company has given an unlimited guarantee in respect a Groupwide revolving credit facility of €200,000,000 together with a term loan of €20,000,000. At 31 December 2024 a combined amount of €210,720,000 (2023: €200,000,000) was outstanding, however no liability is expected to arise. This guarantee is secured by fixed and floating charges over the assets and undertakings of the company.

21

Related party transactions

In accordance with FRS102 paragraph 33.1A exemption is taken not to disclose transactions or amounts due between companies wholly owned within the group.

During the year an amount of £51,673 (2023: £55,719) was paid in respect of legal and professional fees to a company under common control.

22

Parent and ultimate parent undertaking

The company's immediate parent is Montauban SA, incorporated in Luxembourg.

The ultimate parent entity is CLdN Links SA, incorporated in Luxembourg.

The parent of the largest and smallest group preparing group accounts incorporating the results of the company is CLdN Links SA, whose financial statements can be obtained online from Luxembourg Business Registers. The registered address of CLdN Links SA is 3-7 rue Schiller L-2519, Luxembourg.