Registration number:
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CLdN Ports Limited
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Brebners
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CLdN Ports Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Statement of Income and Retained Earnings |
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Statement of Financial Position |
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Notes to the Financial Statements |
CLdN Ports Limited
Company Information
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Directors |
D J D Hooybergs F S Maes B D Dove-Seymour G J Walker S M Hammond J M E Rubens |
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Registered office |
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Auditor |
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CLdN Ports Limited
Strategic Report for the Year Ended 31 December 2024
The directors present their strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of the company is that of an investment holding company in the port sector.
Fair review of the business
The company’s subsidiary owns an unaccompanied 40 hectare two-berth RoRo ferry terminal and related port storage land at Purfleet on the north bank of the Thames, within the Port of London; and owns subsidiaries that operate the terminal at Purfleet and undertake pre-delivery automotive inspections and vehicle enhancements at facilities in the terminal at Purfleet and also in an affiliated port at Killingholme on the Humber.
Development and performance of the company’s business during the financial year
Given the nature of its business, the company has no turnover of its own and limited administrative expenses.
The company made a profit before tax of £21,294 in 2024 (£49,534 in 2023).
The company's key financial and other performance indicators during the year were as follows:
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Financial KPIs |
Unit |
2024 |
2023 |
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Fixed assets |
£ |
118,000,100 |
63,000,100 |
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Capital and reserves |
£ |
119,760,353 |
64,739,059 |
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Equity to fixed asset ratio |
% |
101 |
103 |
Principal risks and uncertainties
The board of directors 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 and economic factors on trading conditions and freight volumes. The directors of the company receive reports from the directors of its subsidiaries as to how they manage and mitigate these risks.
Global economic conditions: the directors expect that global economic conditions, including as a result of geopolitical factors, are likely to continue to impact trading conditions particularly in the automotive sector, although volumes in that sector have started to recover.
CLdN Ports Limited
Strategic Report for the Year Ended 31 December 2024
Going concern
The company had net assets at 31 December 2024 of £119,760,353.
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.
The directors 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 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.
Approved by the
.........................................
Director
CLdN Ports Limited
Directors' Report for the Year Ended 31 December 2024
The directors present their 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:
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.
Dividends
No interim dividends were 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
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Approved by the director on
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B D Dove-Seymour
Director
CLdN Ports Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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.
CLdN Ports Limited
Independent Auditor's Report to the Members of CLdN Ports Limited
for the Year Ended 31 December 2024
Opinion
We have audited the financial statements of CLdN Ports Limited (the 'company') for the year ended 31 December 2024, which comprise the Statement of Income and Retained Earnings, Statement of Financial Position, 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 directors are 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 Limited
Independent Auditor's Report to the Members of CLdN Ports 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:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' 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 Directors' 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 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 5), the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
CLdN Ports Limited
Independent Auditor's Report to the Members of CLdN Ports 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.
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.
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For and on behalf of
130 Shaftesbury Avenue
W1D 5AR
CLdN Ports Limited
Statement of Income and Retained Earnings for the Year Ended 31 December 2024
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Note |
2024 |
2023 |
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Turnover |
- |
- |
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Administrative expenses |
( |
( |
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Operating loss |
( |
( |
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Other interest receivable and similar income |
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91,147 |
100,888 |
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Profit before tax |
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Taxation |
- |
( |
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Profit for the financial year |
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Retained earnings brought forward |
2,738,959 |
2,702,205 |
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Retained earnings carried forward |
2,760,253 |
2,738,959 |
CLdN Ports Limited
Statement of Financial Position as at 31 December 2024
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Note |
2024 |
2023 |
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Fixed assets |
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Investments |
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Current assets |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Net assets |
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Capital and reserves |
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Called up share capital |
117,000,100 |
62,000,100 |
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Retained earnings |
2,760,253 |
2,738,959 |
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Shareholders' funds |
119,760,353 |
64,739,059 |
Approved and authorised by the
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B D Dove-Seymour
Director
Company registration number: 02659496
CLdN Ports Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
The principal activity of the company is that of an investment holding company.
The principal place of business is:
Long Reach House
London Road
Purfleet
Essex
RM19 1PD
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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'.
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.
Group accounts not prepared
The financial statements contain information about CLdN Ports Limited as an individual company and not of its group.
CLdN Ports Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Going concern
The company had net assets at 31 December 2024 amounting to £119,760,353.
The groups cashflow forecasts show that the company, and its subsidiary undertakings, have 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.
Tax
The tax expense for the period comprises current 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.
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.
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 Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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Other interest receivable and similar income |
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2024 |
2023 |
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Other finance income |
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Staff costs |
The average number of persons employed by the company during the year, was
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Auditor's remuneration |
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2024 |
2023 |
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Audit of the financial statements |
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Non-audit fees paid to the auditor |
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Taxation compliance services |
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Other assurance services |
- |
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Other services |
1,148 |
2,835 |
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CLdN Ports Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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Taxation |
Tax charged/(credited) in the income statement
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2024 |
2023 |
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Current taxation |
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UK corporation tax |
- |
( |
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Deferred taxation |
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Arising from origination and reversal of timing differences |
- |
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Tax expense in the income statement |
- |
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The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
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2024 |
2023 |
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Profit before tax |
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Corporation tax at standard rate |
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Tax increase from other short-term timing differences |
- |
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Effect of tax losses |
( |
( |
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Tax decrease arising from group relief |
- |
( |
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Total tax charge |
- |
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CLdN Ports 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 unrelieved management expenses of £52,512 and capital losses of £13,221,177 to carry forward which have not been reflected as deferred tax assets in the statement of financial position
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Investments in subsidiaries |
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2024 |
2023 |
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Investments in subsidiaries |
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Subsidiaries |
£ |
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Cost or valuation |
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At 1 January 2024 |
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Additions |
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At 31 December 2024 |
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Carrying amount |
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At 31 December 2024 |
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At 31 December 2023 |
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Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
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Undertaking |
Holding |
Proportion of voting rights and shares held |
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2024 |
2023 |
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Ordinary shares |
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Ordinary shares |
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Ordinary shares |
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The registered office for all subsidiaries is situated at 130 Shaftesbury Avenue, 2nd Floor, London W1D 5EU.
* denotes indirect subsidiaries
CLdN Ports Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
SUBSIDIARY UNDERTAKINGS
Purfleet Real Estate
The principal activity of Purfleet Real Estate Limited is that of property investment.
CLdN Ports London Limited
The principal activity of CLdN Ports London Limited is that of port operations and associated trades.
CLdN Automotive Limited
The principal activity of CLdN Automotive Limited is that of the enhancement and pre-delivery inspection of motor vehicles.
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Debtors |
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2024 |
2023 |
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Amounts owed by group undertakings |
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Other debtors |
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Prepayments |
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- |
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Cash and cash equivalents |
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2024 |
2023 |
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Cash on hand |
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Creditors |
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2024 |
2023 |
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Due within one year |
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Trade creditors |
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- |
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Accruals |
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Corporation tax liability |
3,525 |
- |
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CLdN Ports Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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Share capital |
Allotted, called up and fully paid shares
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2024 |
2023 |
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No. |
£ |
No. |
£ |
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118,000,100 |
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62,000,100 |
During the year £55,000,000 ordinary shares of £1 each were allocated and issued fully paid ranking pari passu with the existing shares.
There are no restrictions on the repayment of capital or the declaration of dividends.
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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.
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Related party transactions |
In accordance with FRS 102 paragraph 33.1A, exemption is taken not to disclose transactions in the year or amounts falling due between undertakings where 100% of the voting rights are controlled within the group.
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Parent and ultimate parent undertaking |
The company's immediate parent undertaking is
The ultimate parent undertaking is
The parent of the smallest and largest group preparing group accounts incorporating the results of the company is CLdN Links SA, whose financial statements are available online from the Luxembourg Business Registers. The registered address of CLdN Links SA is 3-7 rue Schiller L-2519, Luxembourg