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Registered number: 07229383
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Company information
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Contents
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Directors' report
Year ended 31 December 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The company is a holding company in the group structure; its profit in the year relates solely to dividends recieved from its subsidiary undertaking Carlisle Refrigrtation Limited.
The profit for the year, after taxation, amounted to £11,303,663 (2023: £158,333).
Dividends totalling £11,303,663 (9 months ended 31 December 2023: £158,333) were received during the period.
The directors who served during the year were:
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
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Directors' responsibilities statement
Year ended 31 December 2024
The directors are responsible for preparing 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 judgements and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.
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Independent auditors' report to the members of Carlisle Refrigeration (Holdings) Limited
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 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.
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.
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Independent auditors' report to the members of Carlisle Refrigeration (Holdings) Limited (continued)
The Directors are responsible for the other information. The other information comprises the information included in the Directors' 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' report has been prepared in accordance with applicable legal requirements.
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 Directors' report.
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Independent auditors' report to the members of Carlisle Refrigeration (Holdings) Limited (continued)
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
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 of controls. Our procedures in respect of the above included:
∙Agreeing the financial statement disclosures to underlying supporting documentation.
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Independent auditors' report to the members of Carlisle Refrigeration (Holdings) Limited (continued)
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 for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' 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.
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).
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Statement of comprehensive income
Year ended 31 December 2024
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Balance sheet
At
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
Registered number: 07229383
The notes on pages 10 to 14 form part of these financial statements.
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Statement of changes in equity
Year ended 31 December 2024
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Notes to the financial statements
Year ended 31 December 2024
Carlisle Refrigeration (Holdings) Limited ('the company') and its subsidiaries (together 'the group') are 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.
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.
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.
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.
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Notes to the financial statements
Year ended 31 December 2024
3.Accounting policies (continued)
Investments in subsidiary undertakings are measured at cost less accumulated impairment losses.
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.
Dividends are recognised as a liability in the financial statements in the period in which they are approved by the company's shareholders.
The company has no employees other than the directors, who did not receive any remuneration (2023:
£nil).
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Notes to the financial statements
Year ended 31 December 2024
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Notes to the financial statements
Year ended 31 December 2024
Share premium account
Profit and loss account
adjustments.
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Notes to the financial statements
Year ended 31 December 2024
The immediate parent company is CorpAcq Finance 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.
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