REGISTERED NUMBER: 00553154 (England and Wales)

Constellation Cold Logistics UK 2 Ltd

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31st December 2024

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

Mr T Hughes

Mrs S Ireland

REGISTERED OFFICE:

Birchin Way

Grimsby

NE Lincolnshire

DN31 2SG

REGISTERED NUMBER:

00553154 (England and Wales)

INDEPENDENT AUDITORS:

Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

The directors present their strategic report for the year ended 31st December 2024.

Principle activities

The principal activity is the operation of cold storage premises located in Grimsby, Redditch, Wolverhampton and Tewkesbury and the subsequent transport services from these storage locations out to its customers.

Supplies are entirely within the UK.

REVIEW OF BUSINESS, PRINCIPLE RISKS AND UNCERTAINTIES

The key financial performance indicators during the year were as follows:

2024

2023

Change

£

£

Turnover

16,650,511

19,289,749

-14%

Operating (loss)

(2,342,026)

(2,022,965)

-16%

(Loss) after tax

(2,442,458)

(1,976,363)

-24%

Equity shareholders funds

7,237,019

9,679,477

-25%

During the year the transport assets of the company were hived up into the parent company, Constellation Cold Logistics UK Ltd. Transport in Grimsby was transferred from 1 May and Wolverhampton from 1 June. This has led to a decrease in transport turnover during the year. Warehouse sales performed better year on year with an increase of 11%.

In Q4, one of the cold stores at Grimsby Docks was closed due to structural issues, this is on a leased land site, the lease ending in September 2026. There is an associated provision for demolition (Note 15). At the end of the year, an announcement was made to close the Green Lane site in Tewkesbury due to the inefficiency of the site layout. As a result, asset values associated with both sites were written off, alongside other smaller items relating to the hive up producing a write off cost of £230,503 in the year.

Further provision was made during the year of £790,783 reference demolition of the cold stores at Grimsby Docks on land leases ending in September 2026 (Note 15).

On 24th June it was announced that the ultimate parent company, Arcus Infrastructure Partners, had agreed to sell the whole of the Constellation Cold Group to EQT, a global investment organisation with assets in Europe, Asia-Pacific and the Americas. The acquisition completed on 31 October 2024.

PRINCIPAL RISKS AND UNCERTAINTIES

The company's activities expose it to a number of financial risks including cash flow risk.

Liquidity risk

In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the company utilises available resources with support from close related parties. Effective cash flow forecasting is sufficient to enable the effective provision of resources and any significant cash outflows are adequately budgeted for.

Energy costs

Due to high levels of electricity required to run the cold stores, and fuel for haulage operations, the directors monitor prices regularly and take steps to mitigate the effect of price increases on profitability.

FUTURE DEVELOPMENTS

Due to the completion of the hive up process, the company will be non-trading 2025 onwards.

FINANCIAL INSTRUMENTS

The company has a normal level of exposure to price, credit, liquidity and cash flow risks arising from trading activities which are almost entirely conducted in sterling. The company does not enter into any formally designated hedging arrangements.

The company has, for a number of years, used invoice discounting to assist working capital, however from October 2024, follow the purchase of the Constellation Cold Group of companies by EQT, this method of financing has ceased.

EVENTS SINCE THE YEAR END

The business of Constellation Cold Logistics UK 2 Limited has been hived up into Constellation Cold Logistics UK Limited. This was done in three stages with the final stage being completed in January 2025. The assets of the transport business were transferred, being limited to trucks and trailers and this was done on 1 May 2024 for the transport function in Grimsby and on 1 June 2024 for the function in Wolverhampton. All cold store assets were hived up from 1 January 2025, leaving the hive up process complete.

ON BEHALF OF THE BOARD:

Mr T Hughes - Director

23rd December 2025

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

DIVIDENDS

No dividends will be distributed for the year ended 31st December 2024.

DIRECTORS

The directors who have held office during the period from 1st January 2024 to the date of this report are as follows:

Mr A Howard - resigned 31st October 2024

Mr T Hughes - appointed 23rd October 2024

Mrs S Ireland was appointed as a director after 31st December 2024 but prior to the date of this report.

Mrs A Wiltshire ceased to be a director after 31st December 2024 but prior to the date of this report.

GOING CONCERN

During 2024, the company has begun the process of transferring assets to its parent company, Constellation Cold Logistics UK Limited. As a result of this process, benefits of the acquisition will be fully optimised. It is with consideration of this process that the accounts have been prepared on the going concern basis. Consideration has been given to the carrying value of the assets and liabilities in the balance sheet and no adjustment is needed as all assets will be transferred at net book value and current assets and liabilities will be realised under normal trading conditions. Long term liabilities for leases will be transferred to the parent company and continue to the lease end date. The Directors have obtained a letter of parental support ensure this funding will be in place when it is required. The Directors have considered the parent company's ability to provide this support and concluded that it has substantial resources from which to provide this should it be required. On this basis, the Directors continue to adopt the going concern basis of preparation in these financial statements.

ENGAGEMENT WITH EMPLOYEES

The company's policy is to consult and discuss with employees any matters likely to affect their interests.

The company's policy is to recruit disabled workers for those vacancies that they are able to fill and to give them such training as appropriate. Should any employee become disabled, every practical effort is made to provide continuing employment.

Information on matters of concern to employees is given through regular bulletins, notices and briefings, in order to achieve a common awareness of the financial and economic factors affecting the performance of the company.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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:

-	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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Smailes Goldie, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr T Hughes - Director

23rd December 2025

Opinion

We have audited the financial statements of Constellation Cold Logistics UK 2 Ltd (the 'company') for the year ended 31st December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31st December 2024 and of its loss 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 Auditors' 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 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 Report of the Directors.

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 pages four and five, 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 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.

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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, tax legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with relevant regulators and the company's legal advisors.

Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Matthew Fox FCCA (Senior Statutory Auditor)

for and on behalf of Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

23rd December 2025

TURNOVER

16,650,511

19,289,749

Cost of sales

14,673,723

17,879,111

GROSS PROFIT

1,976,788

1,410,638

Administrative expenses

4,327,814

3,433,603

(2,351,026

)

(2,022,965

)

Other operating income

9,000

33,357

OPERATING LOSS

4

(2,342,026

)

(1,989,608

)

Interest receivable and similar income

-

13,245

(2,342,026

)

(1,976,363

)

Interest payable and similar expenses

6

100,432

1,816

LOSS BEFORE TAXATION

(2,442,458

)

(1,978,179

)

Tax on loss

7

-

(459,960

)

LOSS FOR THE FINANCIAL YEAR

(2,442,458

)

(1,518,219

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(2,442,458

)

(1,518,219

)

FIXED ASSETS

Intangible assets

8

264,396

352,276

Tangible assets

9

7,064,851

8,364,913

7,329,247

8,717,189

CURRENT ASSETS

Stocks

10

-

68,214

Debtors

11

9,692,096

6,135,794

Cash at bank and in hand

439,473

1,016,007

10,131,569

7,220,015

CREDITORS

Amounts falling due within one year

12

8,598,797

5,423,510

NET CURRENT ASSETS

1,532,772

1,796,505

TOTAL ASSETS LESS CURRENT LIABILITIES

8,862,019

10,513,694

PROVISIONS FOR LIABILITIES

15

1,625,000

834,217

NET ASSETS

7,237,019

9,679,477

CAPITAL AND RESERVES

Called up share capital

16

9,000,000

9,000,000

Retained earnings

(1,762,981

)

679,477

SHAREHOLDERS' FUNDS

7,237,019

9,679,477

The financial statements were approved by the Board of Directors and authorised for issue on 23rd December 2025 and were signed on its behalf by:

Mr T Hughes - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st January 2023

9,000,000

2,197,696

11,197,696

Changes in equity

Total comprehensive loss

-

(1,518,219

)

(1,518,219

)

Balance at 31st December 2023

9,000,000

679,477

9,679,477

Changes in equity

Total comprehensive loss

-

(2,442,458

)

(2,442,458

)

Balance at 31st December 2024

9,000,000

(1,762,981

)

7,237,019

1.	STATUTORY INFORMATION

Constellation Cold Logistics UK 2 Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

During 2024, the company has begun the process of transferring assets to its parent company, Constellation Cold Logistics UK Limited. As a result of this process, benefits of the acquisition will be fully optimised. It is with consideration of this process that the accounts have been prepared on the going concern basis. Consideration has been given to the carrying value of the assets and liabilities in the balance sheet and no adjustment is needed as all assets will be transferred at net book value and current assets and liabilities will be realised under normal trading conditions. Long term liabilities for leases will be transferred to the parent company and continue to the lease end date. The Directors have obtained a letter of parental support ensure this funding will be in place when it is required. The Directors have considered the parent company's ability to provide this support and concluded that it has substantial resources from which to provide this should it be required. On this basis, the Directors continue to adopt the going concern basis of preparation in these financial statements.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirement of paragraph 33.7.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates

Estimates and judgements 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.

1) Significant judgements in applying the Company's accounting policies

The directors do not consider there to be any critical accounting judgements that must be applied.

2) The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.

The company has recognised a provision totalling £1,625,000 (2023: £834,217) for demolition costs. The provision is based on the current estimated cost. Inflation and discount rates are not material. This provision is an estimate based on independent quotes, and the actual costs and timing of future cash flows are dependent on future events and market conditions. Because actual outflows can differ from estimates due to changes in prices and conditions, the carrying amounts of provisions are regularly reviewed and adjusted to take account of such changes. Any difference between expectations and the actual future liability will be accounted for in the period when such determination is made. The provision is detailed in note 15.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Intangible assets

Costs associated with maintaining computer software programmes are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the company are recognised as intangible assets when the following criteria are met:

-

it is technically feasible to complete the software product so that it will be available for use;

-

management intends to complete the software product and use or sell it;

-

there is an ability to use or sell the software product;

-

it can be demonstrated how the software product will generate probable future economic benefits;

-

adequate technical, financial and other resources to complete the development and to use or sell the software product are available; and

-

the expenditure attributable to the software product during its development can be reliably measured.

Directly attributable costs that are capitalised as part of the software product include the software development employee costs and an appropriate portion of relevant overheads.

Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

Computer software development costs recognised as assets are amortised over their useful lives (i.e. on a straight-line basis) over three to five years, with the amortisation recognised in cost of sales.

Tangible fixed assets

All tangible assets are shown at cost less subsequent depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of these assets. Subsequent costs are included in the asset's carrying amount, only when it is probable that future economic benefits associated with the item will flow to the company and the cost of the item can be measured reliably. Repairs and maintenance are charged to the statement of comprehensive income during the financial period in which they are incurred.

No depreciation is provided on freehold land. Depreciation of HGV motor vehicles is calculated to write off their cost less residual value on a diminishing balance basis over their expected useful lives. Depreciation of other fixed assets is calculated to write off their cost less residual value on a straight-line basis over their expected useful lives, which are as follows:

Land and Buildings:

Freehold buildings

10 - 40 years

Long leasehold buildings

period of lease

Short leasehold buildings

period of lease

Fixtures & fittings

3 - 24 years

Plant and Machinery :

General plant and machinery

3 - 24 years

Motor vehicles

3 - 10 years

Fixtures & fittings

3 - 24 years

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is included in the statement of comprehensive income.

Trade receivables

Trade receivables are carried at original invoice amount less provision made for expected credit losses. Expected credit losses of trade receivables are established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms. The amount of the provision is recognised in the statement of comprehensive income.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial assets

Financial assets and financial liabilities are recognised in the company's balance sheet when the company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant financing component which are measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Impairment of financial assets

The company always recognises expected credit losses (ECL) for trade receivables and intercompany receivables. The company has implemented policies that require appropriate credit checks on potential customers before sales are made. The amount of exposure to any individual warehouse customer is limited by the warehouse keeper's lien over the customer's stock. If a customer is to exit business with the company, final stock cannot be cleared until the outstanding debtor balance is paid.

The company writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over two years past due, whichever occurs sooner. Financial assets written off may still be subject to enforcement activities under the company's recovery procedures, considering legal advice where appropriate. Any recoveries made are recognised in profit or loss.

De-recognition of financial assets

The company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership and continues to control the transferred asset, the company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the company retains substantially all the risks and rewards of ownership of a transferred financial asset, the company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

Financial liabilities and equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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.

Foreign currencies

The financial statements are presented in pounds sterling which is the company's functional and presentational currency. Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Provisions

Provisions are recognised when the company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably established. Provisions are not recognised for future operating losses.

Provisions are measured at the present value of the expenditure expected to be required to settle the obligation using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as an interest expense.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases, are recognised at the present value of lease payments to be made over the lease term from the commencement date of the lease. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the company and payments of penalties for terminating a lease, if the lease term reflects the company exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognised as an expense in the period on which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the company uses the incremental borrowing rate at the lease commencement date if the interest rate, implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.

Rentals paid under operating leases are charged to the profit or loss on a straight line basis over the period of the lease.

3.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

5,671,718

7,524,902

Social security costs

536,229

701,348

Other pension costs

273,402

354,830

6,481,349

8,581,080

The average number of employees during the year was as follows:

2024

2023

Production

118

168

Management and administration

31

35

Sales and distribution

2

2

151

205

2024

2023

£

£

Directors' remuneration

112,127

281,497

Directors' pension contributions to money purchase schemes

23,017

12,789

4.	OPERATING LOSS

The operating loss is stated after charging:

2024

2023

£

£

Depreciation - owned assets

1,842,721

1,232,982

Loss on disposal of fixed assets

230,503

4,374

Computer software amortisation

87,880

54,170

Auditors' remuneration

32,321

30,402

5.	EXCEPTIONAL ITEMS

2024

2023

£

£

Exceptional items

790,783

-

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Interest payable

100,432

1,816

7.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

2024

2023

£

£

Deferred tax

-

(459,960

)

Tax on loss

-

(459,960

)

UK corporation tax has been charged at 25% .

Reconciliation of total tax credit included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Loss before tax

(2,442,458

)

(1,978,179

)

Loss multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.520%)

(610,615

)

(465,268

)

Effects of:

Expenses not deductible for tax purposes

8,492

354

Depreciation in excess of capital allowances

28,290

6,108

Movement in deferred tax not recognised

596,355

14,189

recognised

Re-measurement of deferred tax - change in UK tax rate

-

(28,059

)

Impact of reversal of IFRS 16 reporting requirements

-

12,470

Other permanent differences

500

246

Other tax adjustments, reliefs and transfers

(23,022

)

-

Total tax credit

-

(459,960

)

8.	INTANGIBLE FIXED ASSETS

Computer

software

£

COST

At 1st January 2024

914,716

Disposals

(12,057

)

At 31st December 2024

902,659

AMORTISATION

At 1st January 2024

562,440

Amortisation for year

87,880

Eliminated on disposal

(12,057

)

At 31st December 2024

638,263

NET BOOK VALUE

At 31st December 2024

264,396

At 31st December 2023

352,276

9.	TANGIBLE FIXED ASSETS

Fixtures

Freehold

Plant and

and

Motor

property

machinery

fittings

vehicles

Totals

£

£

£

£

£

COST

At 1st January 2024

31,531,687

11,998,676

2,392,958

4,614,702

50,538,023

Additions

1,159,029

547,125

24,714

-

1,730,868

Disposals

(1,558,864

)

(1,418,361

)

(550,998

)

(4,529,768

)

(8,057,991

)

At 31st December 2024

31,131,852

11,127,440

1,866,674

84,934

44,210,900

DEPRECIATION

At 1st January 2024

26,605,902

10,517,552

1,543,378

3,506,278

42,173,110

Charge for year

872,714

622,985

178,855

168,167

1,842,721

Eliminated on disposal

(1,486,772

)

(1,267,800

)

(514,543

)

(3,600,667

)

(6,869,782

)

At 31st December 2024

25,991,844

9,872,737

1,207,690

73,778

37,146,049

NET BOOK VALUE

At 31st December 2024

5,140,008

1,254,703

658,984

11,156

7,064,851

At 31st December 2023

4,925,785

1,481,124

849,580

1,108,424

8,364,913

10.

STOCKS

2024

2023

£

£

Stocks

-

68,214