|
Registered number: 01844394
|
|
Carlisle Refrigeration Limited
Annual report and financial statements
31 December 2024
|
|
|
|
|
|
|
Carlisle Refrigeration Limited
|
Company information
|
|
|
|
|
Carlisle Refrigeration Limited
|
Contents
|
|
|
|
|
|
|
|
|
Directors' responsibilities statement
|
|
Independent auditor's report to the members of Carlisle Refrigeration Limited
|
|
Statement of comprehensive income
|
|
|
|
|
Statement of changes in equity
|
|
Notes to the financial statements
|
|
|
|
|
|
|
Carlisle Refrigeration Limited
|
Strategic report
Year ended 31 December 2024
The directors present their strategic report for the year ended 31 December 2024.
The principal activities of the company during the period include the sales, servicing and installation of temperature control equipment for transport and commercial customers.
The company is a sales and service dealer for Thermo King temperature control equipment. The company also supplies and repairs vehicle tail lift equipment.
The directors are pleased to report a gross profit margin of 21.1% in the 12 month period from 1 January 2024 to 31 December 2024 (22.7% in the 9 month period from 1 April 2023 to 31 December 2023). Operating profit at 5.7% in the 12 month period from 1 January 2024 to 31 December 2024 (8.6% in the 9 month period from 1 April 2023 to 31 December 2023) is also at expected levels given the change in ownership in September 2023 and the associated management charges commensurate with that transaction. Growth plans remain solid with year-end and post year-end results performing well against forecast.
Management continued to recognise the potential challenges posed by ongoing general inflation and specific cost increases, supply chain issues, customer business model changes and other economy-wide and industry specific issues that Carlisle Refrigeration were likely to continue encountering during the year ended 31 December 2024 so the results endorse the practice of close monitoring of KPIs and hands-on management so that, despite these challenges, the company remains in a strong position to perform well in a tough environment.
Principal risks and uncertainties
|
The company's exposure to the risks described below is assessed and controlled by the directors and senior management team.
Credit risk
The risk of trade debtors defaulting is mitigated by internal credit authorisation procedures such as the use of online credit-checking resources.
Foreign currency risk
The risk of adverse movement in currency is minimised by purchasing Euros by way of forward contracts at favourable rates.
Contract risk
The company offers maintenance contracts with a number of its customers on a fixed price basis reviewed periodically. Profitability is reviewed regularly and updated when profiles, built up over the company's long history of contracts, indicate changes in the expected repair costs and useful lifespan of the relevant equipment.
Liquidity risk
The company monitors cashflow very closely and reports headroom to the CorpAcq group weekly in order to reduce liquidity risks.
Competitive risk
The market for supply and service of temperature control solutions is highly competitive. The company's risk is mitigated by its evolving customer base, and by diversifying its range of service offerings.
Regulatory risk
The impact of the environmental issues on the company and its customers is expected to increase. The company strives to provide energy efficient temperature control solutions, minimising the impact on the environment and reducing operating costs through continually improved systems and telematics.
Price risk
The company would give price support to maintain market penetration if there were adverse currency exchange rates. This would be in the long-term interest of the company's recurring revenues.
1
|
|
|
|
|
Carlisle Refrigeration Limited
|
Strategic report (continued)
Year ended 31 December 2024
Financial key performance indicators
|
The directors assess the company's financial performance mainly with reference to regularly produced management information to include monitoring actual results with forecasts to ensure corrective action is taken where the results differ from those anticipated.
12 months to 9 months to
31 December 31 December
2024 2023
£ £
Turnover 20,098,862 14,432,573
Gross profit 4,240,612 3,270,964
Operating profit 1,146,311 1,234,518
The consistent KPIs are due to ongoing demand in the external business environment. The external challenges in the market will mean close monitoring of these KPIs will be performed on a timely basis to maintain strong levels of performance.
The business does not actively monitor KPIs outside of normal financial metrics of revenue and profitability.
Following the change in ownership in 2023, and the continued close monitoring of KPIs, the directors are confident that the company can seize the available opportunities to increase profitability and gain market share.
Going concern
The company manages its working capital and funding requirements through its cash resources and operating cash flows, supported by bank loan facilities, further details of which are provided in notes 16 and 17.
The directors have prepared financial forecasts for the company which, taking account of anticipated developments across the business as well as reasonably possible changes in trading performance, indicate that the company will maintain sufficient financial headroom to enable them to continue meeting their liabilities as they fall due in the normal course of business for at least the next twelve months following approval of these financial statements. Barring any further potential ongoing impact on the company's financial performance and position beyond that already anticipated by the forecasts, the company maintains net funds, working capital and confirmed funding facilities which the directors consider are sufficient to fully mitigate the risks around increased costs and commitments regarding loan balances, continuing to monitor the effect on cash flow.
The directors have a reasonable expectation that the company has adequate financial and other resources to continue in operational existence for the foreseeable future. Accordingly, they continue to prepare the financial statements on a going concern basis.
This report was approved by the board on 29 September 2025 and signed on its behalf by:
2
|
|
|
|
|
Carlisle Refrigeration Limited
|
Directors' report
Year ended 31 December 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The profit for the year, after taxation, amounted to £776,257 (9 months ended 31 December 2023: £1,083,237).
Dividends totalling £11,303,663 (9 months ended 31 December 2023: £158,333) were paid during the period.
The directors who served during the year and up to the date of signing of the financial statements were:
Disclosure of information to auditors
|
Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditors are aware of that information.
Post balance sheet events
|
There have been no significant events affecting the company since the year end.
BDO LLP were appointed as auditors in the year. Persuant to section 487 of the Companies Act 2006 the auditor will be deemed to be reappointed and BDO LLP will therefore continue in office.
This report was approved by the board on 29 September 2025 and signed on its behalf by:
3
|
|
|
|
|
Carlisle Refrigeration Limited
|
Directors' responsibilities statement
Year ended 31 December 2024
The directors are responsible for preparing the strategic report, the directors' 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 applicable law and United Kingdom Accounting Standards ('United Kingdom Generally Accepted Accounting Practice'), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to 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.
4
|
|
|
|
|
Carlisle Refrigeration Limited
|
Independent auditors' report to the members of Carlisle Refrigeration Limited
Opinion on the financial statements
|
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.
We have audited the financial statements of Carlisle Refrigeration Limited (“the Company”) for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Balance Sheet, the 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).
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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
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.
Conclusions relating to going concern
|
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
5
|
|
|
|
|
Carlisle Refrigeration Limited
|
Independent auditors' report to the members of Carlisle Refrigeration Limited (continued)
The Directors are responsible for the other information. The other information comprises the information included in the Annual report and financial statements, 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.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Other Companies Act 2006 reporting
|
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the 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 the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors’ report.
We have nothing to report in respect of the following matters in relation to which 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 directors' responsibilities statement, 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.
6
|
|
|
|
|
Carlisle Refrigeration Limited
|
Independent auditors' report to the members of Carlisle Refrigeration Limited (continued)
Auditors' responsibilities for the audit of the financial statements
|
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on our understanding and accumulated knowledge of the Company and the sector in which it operates, discussions with management and those charged with governance, we considered the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud and whether such actions or non-compliance might have a material effect on the financial statements. These included but were not limited to those that relate to the form and content of the financial statements, such as the Company accounting policies, the financial reporting framework and the UK Companies Act 2006, as well as incorporating industry regulation and taxation regimes. All team members were briefed to ensure they were aware of any relevant regulations in relation to their work.
Our audit procedures included, but were not limited to:
∙Holding discussions with those charged with governance, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud; and
∙Obtaining an understanding of the control environment in monitoring compliance with laws and regulations
∙Reviewing minutes of Board meetings for instances of non-compliance with laws and regulations.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
∙Enquiry with management and those charged with governance including regarding any known or suspected instances of fraud;
∙Obtaining an understanding of the Company’s policies and procedures relating to:
∙Detecting and responding to the risks of fraud; and
∙Internal controls established to mitigate risks related to fraud.
∙Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and
∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override and revenue recognition.
7
|
|
|
|
|
Carlisle Refrigeration Limited
|
Independent auditors' report to the members of Carlisle Refrigeration Limited (continued)
Our procedures in respect of the above included:
∙Challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to work in progress and the stock provision;
∙Identifying and testing journal entries to source documentation, in particular any journal entries posted with unusual account combinations or including specific keywords;
∙Challenging management on the assumptions used regarding the valuation of property held;
∙Agreeing the financial statement disclosures to underlying supporting documentation.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
https://www.frc.org.uk /auditorsresponsibilities. This description forms part of our auditor’s 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 auditors' 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.
Graham Ellis (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Manchester, UK
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
29 September 2025
8
|
|
|
|
|
Carlisle Refrigeration Limited
|
Statement of comprehensive income
Year ended 31 December 2024
|
|
Year ended 31 December 2024
|
9 months ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest receivable and similar income
|
|
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the financial year/period
|
|
|
|
Other comprehensive income for the year/period
|
|
|
|
Deferred tax on revaluation of tangible fixed assets
|
|
|
|
Other comprehensive income for the year/period
|
|
|
|
Profit and total comprehensive income for the year/period attributable to equity holders of the company
|
|
|
|
The notes on pages 13 to 29 form part of these financial statements.
|
9
|
|
|
|
|
Carlisle Refrigeration Limited
|
Balance sheet
At 31 December 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due after more than one year
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
Provisions for liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital redemption reserve
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
|
|
|
Carlisle Refrigeration Limited
|
Balance sheet (continued)
At 31 December 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.
Registered number: 01844394
The notes on pages 13 to 29 form part of these financial statements.
11
|
|
|
|
|
Carlisle Refrigeration Limited
|
Statement of changes in equity
Year ended 31 December 2024
|
|
|
|
Capital redemption reserve
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period
|
|
|
|
|
|
|
Profit and total comprehensive income for the period
|
|
|
|
|
|
|
Deferred tax on unrealised surplus on revaluation of tangible fixed assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
|
|
|
Profit and total comprehensive income for the year
|
|
|
|
|
|
|
Deferred tax on unrealised surplus on revaluation of tangible fixed assets
|
|
|
|
|
|
|
Contributions by and distributions to owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 13 to 29 form part of these financial statements.
|
12
|
|
|
|
|
Carlisle Refrigeration Limited
|
Notes to the financial statements
Year ended 31 December 2024
Carlisle Refrigeration Limited ('the company') is engaged in the sale, servicing and installation of temperature control equipment for transport and commercial customers.
The company is a private company limited by shares, incorporated in the United Kingdom and registered in England and Wales. The address of the registered office is given in the company information page of these financial statements.
The financial statements have been prepared in accordance 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.
3.Accounting policies
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 periods presented, unless otherwise stated.
|
|
|
Basis of preparation of financial statements
|
These financial statements are the company's separate financial statements. The company is exempt by virtue of section 400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements, on the basis that it is itself a subsidiary undertaking and is included in the consolidated financial statements of Orange UK Holdings Limited, whose registered address is 1 Goose Green, Altrincham, Cheshire, WA14 1DW and is the largest group in which the results of the company are consolidated.
The financial statements are prepared on a going concern basis and under the historical cost convention, as modified by the measurement of freehold and leasehold land and buildings at fair value. They are presented in pounds sterling and rounded to the nearest pound.
The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in the process of applying the company's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4.
13
|
|
|
|
|
Carlisle Refrigeration Limited
|
Notes to the financial statements
Year ended 31 December 2024
3.Accounting policies (continued)
The company manages its working capital and funding requirements through its cash resources and operating cash flows, supported by bank loan facilities, further details of which are provided in notes 16 and 17.
The directors have prepared financial forecasts for the company which, taking account of anticipated developments across the business as well as reasonably possible changes in trading performance, indicate that the company will maintain sufficient financial headroom to enable them to continue meeting their liabilities as they fall due in the normal course of business for at least the next twelve months following approval of these financial statements. Barring any further potential ongoing impact on the company's financial performance and position beyond that already anticipated by the forecasts, the company maintains net funds, working capital and confirmed funding facilities which the directors consider are sufficient to fully mitigate the risks around increased costs and commitments regarding loan balances, continuing to monitor the effect on cash flow.
The directors have a reasonable expectation that the company has adequate financial and other resources to continue in operational existence for the foreseeable future. Accordingly, they continue to prepare the financial statements on a going concern basis.
FRS 102 allows a qualifying entity certain disclosure exemptions. The company meets the definition of a qualifying entity and has taken advantage of the exemptions relating to certain financial instruments disclosures, the disclosure of key management personnel compensation and the preparation of a cash flow statement. The consolidated financial statements of Orange UK Holdings Limited include the equivalent disclosures and a consolidated cash flow statement' Orange UK Holdings Limited heads the largest group in whcih the results of the company are consolidated. Copies of Orange UK Holdings Limited consolidated financial statements can be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
Turnover
Turnover comprises revenue recognised in respect of goods and services supplied during the period, net of discounts and excluding Value Added Tax.
Sale of goods
Unit sales are recognised either on delivery (if supply only) or on completion of installation work (if supply and fit).
Sales of services
Revenue is recognised as services are provided. Where a contract has only been partially completed at the balance sheet date, turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the balance sheet date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.
14
|
|
|
|
|
Carlisle Refrigeration Limited
|
Notes to the financial statements
Year ended 31 December 2024
3.Accounting policies (continued)
Short-term benefits
Short-term benefits, including holiday pay and other similar non-monetary benefits are recognised as an expense in the period in which the service is received.
Defined contribution pension plan
The company operates a defined contribution pension plan for its employees. Contributions are recognised as an expense when they fall due. Amounts due but not yet paid are included within creditors on the balance sheet. The assets of the plan are held separately from the company in independently administered funds.
The company's functional currency is the pound sterling. Transactions in foreign currencies are translated into sterling using the spot exchange rates at the dates of the transactions. At each period end, foreign currency monetary assets and liabilities are translated using the closing rate. Foreign exchange gains and losses are recognised in the profit and loss account.
The taxation expense for the period comprises current and deferred tax and is recognised in the profit and loss account.
Current tax is the amount of income tax payable in respect of the taxable profit for the current or past reporting periods. It is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods. It is recognised in respect of all timing differences, with certain exceptions. Timing differences arise from the inclusion of transactions and events in the financial statements in periods different from those in which they are assessed for tax.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing differences.
15
|
|
|
|
|
Carlisle Refrigeration Limited
|
Notes to the financial statements
Year ended 31 December 2024
3.Accounting policies (continued)
|
|
|
Tangible fixed assets and depreciation
|
Tangible fixed assets are stated at cost or valuation, less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price plus any further costs directly attributable to bringing the asset to its working condition for its intended use.
Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost or valuation of fixed assets, less their estimated residual value, over their estimated useful lives as follows:
Freehold land and buildings - 2% straight line
Long leasehold land and buildings - Over the term of the lease
Plant and machinery - 25% reducing balance
Motor vehicles - 33% straight line
Fixtures and fittings - 20% to 50% reducing balance
Asset residual values and useful lives are reviewed at the end of each reporting period, and adjusted if appropriate. The effect of any change is accounted for prospectively.
|
|
|
Revaluation of tangible fixed assets
|
Freehold and leasehold land and buildings are carried at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.
Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.
Investments in subsidiary undertakings are measured at cost less accumulated impairment losses.
Assets held under finance leases and hire purchase contracts, which confer rights and obligations on the company similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease term and their useful lives. The capital elements of future lease obligations are recorded as liabilities, and the interest elements are charged to the profit and loss account over the period of the leases to produce a constant periodic rate of charge on the remaining balance of the liability.
Leases that do not confer rights and obligations approximating to ownership are classified as operating leases. Rental payments under operating leases are charged to the profit and loss account on a straight-line basis over the lease term, even if payments are not made on such a basis.
16
|
|
|
|
|
Carlisle Refrigeration Limited
|
Notes to the financial statements
Year ended 31 December 2024
3.Accounting policies (continued)
Stocks are stated at the lower of cost or estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. Cost is determined using the first-in first-out (FIFO) method.
Provision is made as necessary for damaged, obsolete or slow-moving items.
Basic debt instruments
The company’s basic debt instruments, including trade, intragroup and other accounts receivable and payable and cash and bank balances are all measured, initially and subsequently, at the transaction price, unless the arrangement constitutes as financing arrangement.
At the end of each reporting period debt financial assets are assessed for impairment, and their carrying value reduced if necessary. Any impairment charge is recognised in the profit and loss account.
Derivative financial instruments
Derivative financial instruments, comprising forward currency contracts, are initially recognised at fair value at the date the contract is entered into and are subsequently remeasured to their fair value at each reporting date. Changes in fair value are recognised in the profit and loss account within administrative expenses.
The company does not currently apply hedge accounting for its forward currency contracts.
Dividends are recognised as a liability in the financial statements in the period in which they are approved by the company's shareholders.
17
|
|
|
|
|
Carlisle Refrigeration Limited
|
Notes to the financial statements
Year ended 31 December 2024
|
|
Judgments in applying accounting policies and key sources of estimation uncertainty
|
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant judgments in applying the entity's accounting policies
The following judgments (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Stock
Management make a judgment in determining the stock provision including pricing, ageing and obsolescence considerations which take into account historical information related to usage and stock counts.
Work in progress
Management form a judgment on the inventory and engineers' time within the work in progress balance at the period end, which is analysed and provided for as appropriate based on work type and age.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Valuation of freehold and long leasehold property
As stated in note 3, freehold and long leasehold property is carried at fair value. The valuation of the company's freehold and long leasehold property is inherently subjective due to, amongst other factors, the individual nature of each property, its location, and the potential future rental revenues of that particular property. As a result, the valuation the company places on its freehold and long leasehold property is subject to a degree of uncertainty and is made on the basis of assumptions which may not prove to be accurate, particularly in periods of volatility or low transaction flow in the market.
The freehold and long leasehold property valuations contain a number of assumptions upon which the company's valuers have based their valuation of the company's freehold and long leasehold properties at the balance sheet date. The assumptions on which the property valuation reports have been based include, but are not limited to, matters such as location and situation of properties, the condition and state of repair of the properties, tenure and tenancy details for the properties, and comparable market transactions. See note 12 for the carrying value of freehold property.
Bad debt provision
Management estimate the level of bad debt provision required following regular meetings between the credit controller and senior financial staff. See note 15 for the carrying value of trade debtors.
18
|
|
|
|
|
Carlisle Refrigeration Limited
|
Notes to the financial statements
Year ended 31 December 2024
|
|
|
|
|
An analysis of turnover by class of business is as follows:
|
|
|
|
|
|
|
Year ended 31 December 2024
|
9 months ended 31 December 2023
|
|
|
|
|
|
|
|
|
Analysis of turnover by country of destination:
|
|
|
|
|
|
Year ended 31 December 2024
|
9 months ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The operating profit is stated after (crediting)/charging:
|
|
|
|
|
|
|
Year ended 31 December 2024
|
9 months ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation on tangible fixed assets
|
|
|
|
|
Operating lease rentals of contract hire vehicles
|
|
|
|
|
Fees payable to the company's auditor for the audit of these financial statements
|
|
|
|
|
Other operating lease rentals
|
|
|
|
|
The audit fee in the prior year comprises the fee for both the company and the immediate parent company, Carlisle Refrigeration (Holdings) Limited.
There are no non-audit fees payable to the auditor in the current year (2023: £1,170).
|
19
|
|
|
|
|
Carlisle Refrigeration Limited
|
Notes to the financial statements
Year ended 31 December 2024
|
|
|
|
|
Staff costs, including directors' remuneration, were as follows:
|
|
|
|
|
|
|
Year ended 31 December 2024
|
9 months ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of defined contribution pension scheme
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The average monthly number of employees, including the directors, during the year was as follows:
|
|
|
|
|
|
|
|
|
|
Year ended 31 December 2024
|
9 months ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company contributions to defined contribution pension schemes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the year retirement benefits were accruing to 1 director (2023: 1) in respect of defined contribution pension schemes.
|
20
|
|
|
|
|
Carlisle Refrigeration Limited
|
Notes to the financial statements
Year ended 31 December 2024
|
|
|
|
|
|
|
|
|
Year ended 31 December 2024
|
9 months ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
Other interest receivable
|
|
|
|
|
|
|
|
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
Year ended 31 December 2024
|
9 months ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
Mortgage interest payable
|
|
|
|
|
|
|
|
21
|
|
|
|
|
Carlisle Refrigeration Limited
|
Notes to the financial statements
Year ended 31 December 2024
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 December 2024
|
9 months ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current tax on profits for the year
|
|
|
|
|
Adjustments in respect of previous periods
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of timing differences
|
|
|
|
|
Adjustments in respect of previous periods
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current and deferred tax
|
|
|
|
|
Factors affecting tax charge for the year/period
|
|
|
The tax assessed for the period is the same as (2023 -the same as) the standard rate of corporation tax in the UK of25% (2023 -25%) as set out below:
|
|
|
|
|
|
|
Year ended 31 December 2024
|
9 months ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
Profit on ordinary activities before tax
|
|
|
|
|
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 -25%)
|
|
|
|
|
|
|
|
|
|
Expenses not deductible for tax purposes
|
|
|
|
|
Adjustments to tax charge in respect of prior periods
|
|
|
|
|
Total tax charge for the year/period
|
|
|
22
|
|
|
|
|
Carlisle Refrigeration Limited
|
Notes to the financial statements
Year ended 31 December 2024
|
|
|
|
|
|
|
Dividends of £22,607.33 (2023: £250.00) per Ordinary A shares declared
|
|
|
|
|
Dividends of £nil (2023: £1,666.65) per Ordinary B shares declared
|
|
|
|
|
|
|
|
|
|
Freehold land and buildings
|
Long leasehold land and buildings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
|
|
|
|
|
Carlisle Refrigeration Limited
|
Notes to the financial statements
Year ended 31 December 2024
13.Tangible fixed assets (continued)
|
|
Freehold and leasehold land and buildings were revalued in April 2023 by Avison Young, Real Estate Agents and Royal Institution of Chartered Surveyors (RICS) Registered Valuers. Avison Young are independent valuers and not connected with the company. The revaluation was made on the basis of market value.
The directors have considered the April 2023 valuation in the context of current market conditions and have concluded that it remains appropriate as at 31 December 2024. As such, the assets have been carried at this valuation at the year end.
|
|
|
If the land and buildings had been included at valuation they would have been included under the historical cost convention as follows:
|
|
|
|
|
|
|
Year ended 31 December 2024
|
9 months ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
Investment in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary undertakings
The company owns 100% of the ordinary share capital of the following companies:
Name Principal activity
Thermo King Northern Limited Dormant
Criocabin (U.K.) Limited Dormant
The address of the registered office of both of the subsidiaries is CorpAcq House, 1 Goose Green, Altrincham, Cheshire, WA14 1DW.
|
24
|
|
|
|
|
Carlisle Refrigeration Limited
|
Notes to the financial statements
Year ended 31 December 2024
|
|
Raw materials and consumables
|
|
|
|
|
Work in progress (goods to be sold)
|
|
|
|
|
Finished goods and goods for resale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks are stated after provisions for impairment of £964,421 (2023: £905,536).
|
|
|
Due after more than one year
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings are unsecured, interest free and while due on demand, there is no intention of the directors to consider these amounts due within the upcoming 12 months, and therefore the balances have been disclosed as due after more than one year.
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade debtors are stated after provisions for impairment of £6,211 (2023: £22,981). The impairment (credit)/charge for the period, included within administrative expenses, totalled (£18,037) (2023: £6,685).
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
|
25
|
|
|
|
|
Carlisle Refrigeration Limited
|
Notes to the financial statements
Year ended 31 December 2024
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
Invoice financing facility
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
Derivative financial instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The company uses foreign currency forward contracts to mitigate the foreign exchange risk of future transactions and cash flows. The contracts are valued based on available market data. The company does not adopt hedge accounting for forward exchange contracts and, consequently, fair value gains and losses are recognised in the profit and loss account. At the year end, the total carrying amount of outstanding foreign exchange forward contracts that the company had committed to was £2,317,764 (2023: £1,736,111).
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A bank loan of £1,150,000 was advanced to the company during 2023. The loan has an outstanding balance of £967,060, is repayable in monthly instalments over five years and is subject to an interest rate of 2.25% over the Bank of England Base Rate.
The loan is secured against the freehold and leasehold property assets of the company, alongside intra-group guarantees.
|
26
|
|
|
|
|
Carlisle Refrigeration Limited
|
Notes to the financial statements
Year ended 31 December 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
At beginning of period/year
|
|
|
|
Charged/(credited) to the profit and loss account
|
|
|
|
(Credited)/charged to other comprehensive income
|
|
|
|
|
|
|
|
|
The provision for deferred taxation is made up as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated capital allowances
|
|
|
|
|
Short term timing differences
|
|
|
|
|
|
|
|
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
500 (31 March 2023: 500) Ordinary shares of £1 each
|
|
|
|
|
|
500 (31 March 2023: 500) B shares of £1 each
|
|
|
|
|
|
20 (31 March 2023: 20) C shares of £1 each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The company's Ordinary shares carry the right to vote at general meetings of the company. All voting shares rank equally for voting purposes. Dividends may be paid to the holders of one or more classes of shares to the exclusion of others, at the same or different rates. Each share ranks equally for any distribution made on winding up. No shares are redeemable.
B shares and C shares have no voting rights attached.
|
27
|
|
|
|
|
Carlisle Refrigeration Limited
|
Notes to the financial statements
Year ended 31 December 2024
Share premium account
The share premium account represents the premium arising on the issue of shares net of issue costs.
Revaluation reserve
The revaluation reserve is a non distributable reserve and represents previous upwards revaluations of tangible fixed assets.
Capital redemption reserve
The capital redemption reserve is a non distributable reserve and has arisen on the redemption of share capital in previous periods.
Profit and loss account
The profit and loss reserve represents cumulative profits and losses, net of dividends paid and other adjustments.
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £453,435 (9 months to 31 December 2023: £300,684). Contributions of £nil (2023: £14,198) were payable to the fund at the balance sheet date.
|
|
Commitments under operating leases
|
|
|
At 31 December 2024 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Later than 1 year and not later than 5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related party transactions
|
|
|
Directors' remuneration is disclosed in note 8.
As a wholly-owed subsidiary undertaking, the company is exempt from disclosing transactions with its parent company and other wholly-owned subsidiary undertakings within the same group.
|
28
|
|
|
|
|
Carlisle Refrigeration Limited
|
Notes to the financial statements
Year ended 31 December 2024
The immediate parent company is Carlisle Refrigeration (Holdings) Limited, a company registered in England and Wales.
The smallest group in which the results of the Company are consolidated is that headed by CorpAcq Limited, a company registered in England and Wales with registered office CorpAcq House, 1 Goose Green, Altrincham, Cheshire, England, WA14 1DW. The consolidated financial statements of the group for the year ended 31 December 2024 are available to the public and may be obtained from Companies House.
The largest group in which the results of the Company are consolidated is that headed by Orange UK Holdings Limited. Orange UK Holdings Limited is registered in England and Wales with registered office 1 Goose Green, Altrincham, Cheshire, England, WA14 1DW.The consolidated financial statements of the group for the year ended 31 December 2024 are available to the public and may be obtained from Companies House.
As at and for the year ended 31 December 2024, and until 24 February 2025, the ultimate parent company was Orange UK Holdings Limited, a company registered in England and Wales. The directors consider that, by virtue of his shareholding in the ultimate parent company, the ultimate controlling party was Mr S Orange until 24 February 2025. From 24 February 2025, the ultimate controlling party is TDR Capital Nominees 2021 Limited on behalf of TDR Capital V LP managed by TDR Capital LLP.
On 24 February 2025, 100% of the issued share capital of CorpAcq Holdings Limited, which in turn owns 100% of CorpAcq Limited, was acquired by Celadon Bidco Limited. Celadon Bidco Limited is 55.32% owned by Celadon Bidco Sarl, 25.23% by Orange UK Holdings, 5.16% by Goldman Sachs and 14.29% by other Shareholders. Celadon Bidco Sarl, the majority shareholder in the new group structure, is ultimately 100% owned by TDR Capital Nominees 2021 Limited on behalf of TDR Capital V LP managed by TDR Capital LLP.
29
|