BGO ORWELL HOLDCO LIMITED

Company Registration Number:
12999816 (England and Wales)

Unaudited statutory accounts for the year ended 31 December 2024

Period of accounts

Start date: 1 January 2024

End date: 31 December 2024

BGO ORWELL HOLDCO LIMITED

Contents of the Financial Statements

for the Period Ended 31 December 2024

Directors report
Profit and loss
Balance sheet
Additional notes
Balance sheet notes

BGO ORWELL HOLDCO LIMITED

Directors' report period ended 31 December 2024

The directors present their report with the financial statements of the company for the period ended 31 December 2024

Principal activities of the company

BGO Orwell Holdco Limited the “Company” was formed as a private company limited by shares to acquire and hold Orwell Truck Stop Limited (the 'Investment'). The Company qualifies as a small company as defined in the Companies Act 2006 in respect of the financial year, and has applied the rules of the ‘Small Companies Regime’ in accordance with applicable sections of the Companies Act 2006.



Directors

The directors shown below have held office during the whole of the period from
1 January 2024 to 31 December 2024

Ian Christopher Jason Ford
Gareth James Purcell


Secretary Citco REIF Services UK Limited

The above report has been prepared in accordance with the special provisions in part 15 of the Companies Act 2006

This report was approved by the board of directors on
8 July 2025

And signed on behalf of the board by:
Name: Ian Christopher Jason Ford
Status: Director

BGO ORWELL HOLDCO LIMITED

Profit And Loss Account

for the Period Ended 31 December 2024

2024 2023


£

£
Administrative expenses: ( 35,097 ) ( 71,312 )
Other operating income: 590
Operating profit(or loss): (34,507) (71,312)
Interest receivable and similar income: 23,607 23,757
Interest payable and similar charges: ( 1,052,005 ) ( 791,417 )
Profit(or loss) before tax: (1,062,905) (838,972)
Profit(or loss) for the financial year: (1,062,905) (838,972)

BGO ORWELL HOLDCO LIMITED

Balance sheet

As at 31 December 2024

Notes 2024 2023


£

£
Fixed assets
Investments: 3 17,761,936 18,019,936
Total fixed assets: 17,761,936 18,019,936
Current assets
Debtors: 4 67,950 44,554
Total current assets: 67,950 44,554
Creditors: amounts falling due within one year: 5 ( 2,231,288 ) ( 1,447,988 )
Net current assets (liabilities): (2,163,338) (1,403,434)
Total assets less current liabilities: 15,598,598 16,616,502
Creditors: amounts falling due after more than one year: 6 ( 12,903,045 ) ( 12,858,045 )
Total net assets (liabilities): 2,695,553 3,758,457
Capital and reserves
Called up share capital: 3,500 3,500
Share premium account: 5,985,416 5,985,416
Profit and loss account: (3,293,363 ) (2,230,459 )
Total Shareholders' funds: 2,695,553 3,758,457

The notes form part of these financial statements

BGO ORWELL HOLDCO LIMITED

Balance sheet statements

For the year ending 31 December 2024 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

This report was approved by the board of directors on 8 July 2025
and signed on behalf of the board by:

Name: Ian Christopher Jason Ford
Status: Director

The notes form part of these financial statements

BGO ORWELL HOLDCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

  • 1. Accounting policies

    Basis of measurement and preparation

    These financial statements have been prepared in accordance with the provisions of Section 1A (Small Entities) of Financial Reporting Standard 102

    Other accounting policies

    Basis of preparation The financial statements have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, ‘The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland’ (‘FRS 102’) and the Companies Act 2006. The financial statements are denominated in pounds sterling (£ or GBP). These financial statements have been prepared using the historical cost convention. Summary of disclosure exemptions The Company has taken advantages of the following exemptions for small entities in preparing financial statements, as permitted by FRS 102: - the requirements of Section 7 Statement of Cash Flows; - the requirements of Section 33 Related Party Disclosures paragraph 33.1A The Company has taken advantage of the exemption available in Section 414B of the Companies Act 2006 not to prepare a Strategic Report. Going concern For the year ended 31 December 2024, no events or conditions were identified that would rise significant doubt about the Company’s ability to continue as going concern. After assessment conclusion was made that there is reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements. Interest income Interest income is recognised using the effective interest rate method. Expenses Expenses are recognised as soon as there is a legal or constructive obligation committing the Company to that expenditure, it is probable that settlement will be required and the amount of the obligation can be measured reliably. All expenditure is accounted for on an accrual basis. Investments Investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversal of impairment losses are recognised immediately in the Profit and Loss Account and Other Comprehensive Income. A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. Trade receivables Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Cash and cash equivalents Cash and cash equivalents include cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less. Trade payables Trade payables 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 payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortized cost using the effective interest method. Intercompany loans Loans are recorded at principal, less any repayments to date. Interest and fees on the loans are recorded in the Statement of Comprehensive Income on an accrual basis. Contingencies Contingent liabilities are not recognised. Contingent liabilities arise as a result of past events when (i) it is not probable that there will be an outflow of resources or that the amount cannot be reliably measured at the reporting date or (ii) when the existence will be confirmed by the occurrence or non-occurrence of uncertain future events not wholly within the company’s control. Contingent liabilities are disclosed in the financial statements unless the probability of an outflow of resources is remote. Contingent assets are not recognised. Contingent assets are disclosed in the financial statements when an inflow of economic benefits is probable. Current tax Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds. Dividends and other distributions to company’s shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the company’s shareholders. These amounts are recognised in the statement of changes in equity. Foreign currency transactions and balances Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured. Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated. Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the income statement for the period.

BGO ORWELL HOLDCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

  • 2. Employees

    2024 2023
    Average number of employees during the period 0 0

BGO ORWELL HOLDCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

3. Fixed assets investments note

Shares in group undertakings Investment in subsidiaries GBP 17,385,616 Loans to group undertakings Interest bearing loan granted to Orwell Truck Stop Limited Interest rate 6.20% Maturity 23/12/2030 GBP 376,320 Total Investments 17,761,936 Interest bearing loan granted to Orwell Truck Stop Limited prior year figures in the current annual accounts have been reclassified from debtors to investments to conform with the current year presentation. The subsidiaries, over which the Company exercises control via ordinary shares held directly by the company at the end of the year are: Orwell Truck Stop Limited - 100% On 23 May 2024, A14 Access Ltd was liquidated.

BGO ORWELL HOLDCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

4. Debtors

2024 2023
£ £
Other debtors 67,950 44,554
Total 67,950 44,554

BGO ORWELL HOLDCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

5. Creditors: amounts falling due within one year note

2024 2023
£ £
Trade creditors 7,360 22,362
Accruals and deferred income 6,155 3,375
Other creditors 2,217,773 1,422,251
Total 2,231,288 1,447,988

BGO ORWELL HOLDCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

6. Creditors: amounts falling due after more than one year note

2024 2023
£ £
Other creditors 12,903,045 12,858,045
Total 12,903,045 12,858,045

BGO ORWELL HOLDCO LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2024

7. Financial Commitments

On 19 August 2024, the Company, as obligor, entered into a £372,450,000 facility agreement with Athene Annuity and Life Company Catalina Worthing Insurance Limitend and ACREFI MU II, LLC. The borrower being the Company's direct shareholder BGO UK Logistcs I Holdco II Limited. A Security Agreement in relation to the facility was signed with CBRE Loan Services Limited, as Security Agent. The Company charges by way of first fixed charge all estates or interest in any freehold or leasehold property now or subsequently owned by it, all shares in the Company, all of its rights in respect of any account, all of its debts, all of its rights to other contracts, including other miscellaneous items as defined in the Security Agreement it may so enter or has entered into. The overall charges on the Company constitute a fixed charge, floating charge and negative pledge.