IRIS Accounts Production v25.4.0.155 04874009 Board of Directors 1.1.24 31.12.24 31.12.24 Medium entities the operation of cold storage facilities. true false true true false false true true true false These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. 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REGISTERED NUMBER: 04874009 (England and Wales)


















Constellation Cold Logistics UK Limited

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31st December 2024






Constellation Cold Logistics UK Limited (Registered number: 04874009)






Contents of the 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

Income Statement 9

Other Comprehensive Income 10

Balance Sheet 11

Statement of Changes in Equity 12

Notes to the Financial Statements 13


Constellation Cold Logistics UK Limited

Company Information
for the year ended 31st December 2024







DIRECTORS: Mr T Hughes
Mrs S Ireland





REGISTERED OFFICE: Birchin Way
Grimsby
NE Lincolnshire
DN31 2SG





REGISTERED NUMBER: 04874009 (England and Wales)





AUDITORS: Smailes Goldie
Chartered Accountants
Statutory Auditor
Regent's Court
Princess Street
Hull
East Yorkshire
HU2 8BA

Constellation Cold Logistics UK Limited (Registered number: 04874009)

Strategic Report
for the year ended 31st December 2024

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

REVIEW OF BUSINESS
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.

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

2024 2023 Change
£ £ %

Turnover 23,979,006 20,728,268 +16%
Operating (loss)/profit (2,287,488 ) 572,442 -499%
(Loss) after tax (7,228,126 ) (678,388 ) -965%
Equity shareholders funds 10,020,165 17,248,291 -42%

During the year the transport assets of Constellation Cold Logistics UK 2 Limited were hived up into the company, transport in Grimsby from 1 May and in Wolverhampton from 1 June. This has led to an increase in turnover during the year.

Higher costs, ultimately driven by the age of the assets transferred under the hive up, have driven the operating loss during the year.

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
The directors anticipate that the business environment will remain competitive. They believe that the company is in a good position and that the risks that have been identified are being well managed. The directors are confident in the company's ability to maintain and build on the current position.

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, following the purchase of the Constellation Cold Group of companies by EQT, this method of financing has ceased.


Constellation Cold Logistics UK Limited (Registered number: 04874009)

Strategic Report
for the year ended 31st December 2024

EVENTS SINCE THE YEAR END
The business of Constellation Cold Logistics UK 2 Limited has been hived up into Constellation Cold Logistics UK Limited, 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.

During 2024, the development of a new cold store commenced at the Estate Road 2, Grimsby location. This building went live in September 2025. During 2025 the site has switched to using the new plant installed as part of the new 36,000 pallet Estate Road 2 facility, leading to an enhanced efficient consumption of energy. The solar panels installed as part of this expansion is expected to go live in January 2026.

During July and August 2025, the company took delivery of 22 tractor units, in addition, the company took delivery of 43 trailers in November 2025.

A planning application for a new cold store on the Wolverhampton site has been submitted in 2025, this is expected to break ground in 2026.

ON BEHALF OF THE BOARD:





Mr T Hughes - Director


23rd December 2025

Constellation Cold Logistics UK Limited (Registered number: 04874009)

Report of the Directors
for the year ended 31st December 2024

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 J Howard - resigned 31st October 2024
Mrs A Wiltshire - appointed 23rd August 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
At the year end the company reported a loss before tax of £7,228,126 (2023: loss £816,692) and net current liabilities of £54,235,388 (2023: net current liabilities £15,662,016) which gives rise to a going concern risk. Accordingly, the directors have prepared financial forecasts covering a period of beyond 12 months from the date these financial statements were approved in conjunction with a turnaround plan for the business. The financial forecasts show that the business remains reliant on the continued financial support from the company's ultimate parent company. As such confirmation has been received from the ultimate controlling parent pledging their continued financial support through a period of 12 months from the date of approval of these financial statements.

The above factors have led the directors to conclude that the going concern basis remains appropriate.

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.

Constellation Cold Logistics UK Limited (Registered number: 04874009)

Report of the Directors
for the year ended 31st December 2024


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

Report of the Independent Auditors to the Members of
Constellation Cold Logistics UK Limited

Opinion
We have audited the financial statements of Constellation Cold Logistics UK Limited (the 'company') for the year ended 31st December 2024 which comprise the Income Statement, Other 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.

Report of the Independent Auditors to the Members of
Constellation Cold Logistics UK Limited


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 page four, 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.

Report of the Independent Auditors to the Members of
Constellation Cold Logistics UK Limited

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;
- reading the minutes of meetings of those charged with governance; and
- enquiring of management as to actual and potential litigation and claims.

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

Constellation Cold Logistics UK Limited (Registered number: 04874009)

Income Statement
for the year ended 31st December 2024

2024 2023
Notes £    £   

TURNOVER 23,979,006 20,728,268

Cost of sales 15,767,483 11,148,253
GROSS PROFIT 8,211,523 9,580,015

Administrative expenses 14,347,067 9,616,060
(6,135,544 ) (36,045 )

Other operating income 792,805 608,487
OPERATING (LOSS)/PROFIT 4 (5,342,739 ) 572,442

Exceptional item 5 - 41,958
(5,342,739 ) 530,484


Interest payable and similar expenses 6 1,885,387 1,347,176
LOSS BEFORE TAXATION (7,228,126 ) (816,692 )

Tax on loss 7 - (138,304 )
LOSS FOR THE FINANCIAL YEAR (7,228,126 ) (678,388 )

Constellation Cold Logistics UK Limited (Registered number: 04874009)

Other Comprehensive Income
for the year ended 31st December 2024

2024 2023
Notes £    £   

LOSS FOR THE YEAR (7,228,126 ) (678,388 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(7,228,126

)

(678,388

)

Constellation Cold Logistics UK Limited (Registered number: 04874009)

Balance Sheet
31st December 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 8 52,216,673 29,306,822
Investments 9 21,784,464 25,600,809
74,001,137 54,907,631

CURRENT ASSETS
Stocks 10 97,436 85,205
Debtors 11 7,931,034 5,481,929
Cash at bank and in hand 708,159 315
8,736,629 5,567,449
CREDITORS
Amounts falling due within one year 12 62,972,017 21,229,465
NET CURRENT LIABILITIES (54,235,388 ) (15,662,016 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

19,765,749

39,245,615

CREDITORS
Amounts falling due after more than one
year

13

(7,879,230

)

(20,130,970

)

PROVISIONS FOR LIABILITIES 17 (1,866,354 ) (1,866,354 )
NET ASSETS 10,020,165 17,248,291

CAPITAL AND RESERVES
Called up share capital 18 1,716 1,716
Share premium 19 13,404,996 13,404,996
Merger reserve 19 2,999,870 2,999,870
Retained earnings 19 (6,386,417 ) 841,709
SHAREHOLDERS' FUNDS 10,020,165 17,248,291

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


Constellation Cold Logistics UK Limited (Registered number: 04874009)

Statement of Changes in Equity
for the year ended 31st December 2024

Called up
share Retained Share Merger Total
capital earnings premium reserve equity
£    £    £    £    £   
Balance at 1st January 2023 1,133 1,520,097 - 2,999,870 4,521,100

Changes in equity
Issue of share capital 583 - 13,404,996 - 13,405,579
Total comprehensive income - (678,388 ) - - (678,388 )
Balance at 31st December 2023 1,716 841,709 13,404,996 2,999,870 17,248,291

Changes in equity
Total comprehensive income - (7,228,126 ) - - (7,228,126 )
Balance at 31st December 2024 1,716 (6,386,417 ) 13,404,996 2,999,870 10,020,165

Constellation Cold Logistics UK Limited (Registered number: 04874009)

Notes to the Financial Statements
for the year ended 31st December 2024

1. STATUTORY INFORMATION

Constellation Cold Logistics UK Limited 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 the Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historic cost convention.

Going Concern
At the year end the company reported a loss before tax of £7,228,126 (2023: £816,692) and net current liabilities of £54,235,388 (2023: £15,662,016) which gives rise to a going concern risk. Accordingly, the directors have prepared financial forecasts covering a period beyond 12 months from the date these financial statements were approved in conjunction with a turnaround plan for the business. The financial forecasts show that the business remains reliant on the continued financial support from the company's ultimate parent company. As such confirmation has been received from the ultimate controlling parent pledging their continued financial support through a period of 12 months from the date of approval of these financial statements.

The above factors have led the directors to conclude that the going concern basis remains appropriate.

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.

Preparation of consolidated financial statements
The financial statements contain information about Constellation Cold Logistics UK Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

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.

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

Constellation Cold Logistics UK Limited (Registered number: 04874009)

Notes to the Financial Statements - continued
for the year ended 31st December 2024

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset (once brought into use) over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Freehold Property- 20% on cost and 5% on cost
Improvement to Property- 20% on cost and 5% on cost
Plant and Machinery - 33% on cost and 20% on cost
Fixtures and Fittings - 33% on cost and 20% on cost
Motor vehicles- 20% on cost

Government grants
Government grants are recognised in income on a systematic basis over the periods in which the entity recognises the related costs for which the grant is intended to compensate, or over the useful life of the related asset.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

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

Constellation Cold Logistics UK Limited (Registered number: 04874009)

Notes to the Financial Statements - continued
for the year ended 31st December 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
All financial assets and liabilities are initially measured at transaction price, including transaction costs, except for those financial assets classified at fair value through profit or loss, which are initially measured at fair value (at transaction price excluding transaction costs) unless the arrangement constitutes a financing transaction.

Financial assets and financial liabilities are only offset in the Group balance sheet when, and only when, there is a legally enforceable right to set off the recognised amounts and the Group intends to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Debt instruments (other than those repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at the present value of the future cash flows and subsequently amortised using the effective interest method.

Creditors
Short-term creditors are measured at transaction price. Other financial liabilities, including bank
loans, are measured initially at fair value, net of transaction costs.

Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are
measured initially at fair value, net of transaction costs.

Cash and cash equivalents
Cash is represented by cash on hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts which are repayable on demand and form an integral part of the Group's cash management.

Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated financial instrument.

Impairment
Financial assets measured at amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.


Constellation Cold Logistics UK Limited (Registered number: 04874009)

Notes to the Financial Statements - continued
for the year ended 31st December 2024

2. ACCOUNTING POLICIES - continued
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
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.

Hire purchase and leasing commitments
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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

Pension costs and other post-retirement benefits
The Group operates a defined contribution pension plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a scheme whose assets are held separately in independently administered funds. Once the contributions have been paid, the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are presented as other creditors within creditors falling due within one year.

3. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 9,085,281 6,940,167
Social security costs 992,609 670,267
Other pension costs 290,468 140,112
10,368,358 7,750,546

The average number of employees during the year was as follows:
2024 2023

Average number of employees 183 152

Constellation Cold Logistics UK Limited (Registered number: 04874009)

Notes to the Financial Statements - continued
for the year ended 31st December 2024

3. EMPLOYEES AND DIRECTORS - continued

2024 2023
£    £   
Directors' remuneration 436,668 425,480

Information regarding the highest paid director is as follows:
2024 2023
£    £   
Emoluments etc 436,668 425,480

4. OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging:

2024 2023
£    £   
Other operating leases 266,165 479,574
Depreciation - owned assets 1,779,733 2,036,351
Depreciation - assets on hire purchase contracts 2,062,769 1,157,478
Loss on disposal of fixed assets 3,855,589 -
Auditors' remuneration 38,150 25,000
Foreign exchange differences 5,910 -

5. EXCEPTIONAL ITEMS

20242023
££
Cost of fundamental reorganisation-41,958
- 41,958

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Bank interest 2,130 34,020
Bank loan interest 887,328 1,019,716
Factor interest and charges 153,736 110,782
Other interest payable 463,315 -
Hire purchase 378,878 182,658
1,885,387 1,347,176

Constellation Cold Logistics UK Limited (Registered number: 04874009)

Notes to the Financial Statements - continued
for the year ended 31st December 2024

7. TAXATION

Analysis of the tax credit
The tax credit on the loss for the year was as follows:
2024 2023
£    £   
Current tax:
Prior year over provision - 1,651

Deferred tax - (139,955 )
Tax on loss - (138,304 )

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 (7,228,126 ) (816,692 )
Loss multiplied by the standard rate of corporation tax in the UK of
25% (2023 - 23.520%)

(1,807,032

)

(192,086

)

Effects of:
Expenses not deductible for tax purposes 16,088 59,851
Income not taxable for tax purposes 3,549 (40,317 )
Depreciation in excess of capital allowances - 86,299
Adjustments to tax charge in respect of previous periods - 1,651
Other tax adjustments, reliefs and transfers 782,825 (45,419 )
Remeasurement of deferred tax for changes in tax rates - (8,283 )
Additional deduction for land remediation expenditure (26,056 ) -
Deferred tax not recognised 1,030,626 -
Total tax credit - (138,304 )

Constellation Cold Logistics UK Limited (Registered number: 04874009)

Notes to the Financial Statements - continued
for the year ended 31st December 2024

8. TANGIBLE FIXED ASSETS
Fixtures
Freehold Plant and and Motor
property machinery fittings vehicles Totals
£    £    £    £    £   
COST
At 1st January 2024 25,803,661 7,078,216 2,220,973 9,423,960 44,526,810
Additions 22,938,732 2,135,372 769,807 956,100 26,800,011
Disposals (44,518 ) (584,741 ) (114,056 ) - (743,315 )
At 31st December 2024 48,697,875 8,628,847 2,876,724 10,380,060 70,583,506
DEPRECIATION
At 1st January 2024 4,793,585 3,602,764 1,074,572 5,749,067 15,219,988
Charge for year 814,745 1,197,161 644,565 1,186,031 3,842,502
Eliminated on disposal (37,716 ) (543,885 ) (114,056 ) - (695,657 )
At 31st December 2024 5,570,614 4,256,040 1,605,081 6,935,098 18,366,833
NET BOOK VALUE
At 31st December 2024 43,127,261 4,372,807 1,271,643 3,444,962 52,216,673
At 31st December 2023 21,010,076 3,475,452 1,146,401 3,674,893 29,306,822

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:
Fixtures
Plant and and Motor
machinery fittings vehicles Totals
£    £    £    £   
COST
At 1st January 2024 2,294,541 782,997 5,939,960 9,017,498
Additions 1,610,748 - - 1,610,748
Transfer to ownership - - (763,200 ) (763,200 )
At 31st December 2024 3,905,289 782,997 5,176,760 9,865,046
DEPRECIATION
At 1st January 2024 39,000 65,250 2,342,818 2,447,068
Charge for year 653,617 261,000 1,148,152 2,062,769
Transfer to ownership - - (763,200 ) (763,200 )
At 31st December 2024 692,617 326,250 2,727,770 3,746,637
NET BOOK VALUE
At 31st December 2024 3,212,672 456,747 2,448,990 6,118,409
At 31st December 2023 2,255,541 717,747 3,597,142 6,570,430

Constellation Cold Logistics UK Limited (Registered number: 04874009)

Notes to the Financial Statements - continued
for the year ended 31st December 2024

9. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1st January 2024 25,600,809
Impairments (3,816,345 )
At 31st December 2024 21,784,464
NET BOOK VALUE
At 31st December 2024 21,784,464
At 31st December 2023 25,600,809

At 31 December 2024 the company had the following subsidiaries:


Name
Type of
shares held
Proportion
held
Country of
registration
Principal
activity
Constellation Cold Logistics UK 2
Limited
Ordinary 100% England &
Wales
Operator of
cold storage
premises
SAL Commercials Limited Ordinary 100% England &
Wales
Dormant
Cryotech (Grimsby) Limited Ordinary 100% England &
Wales
Dormant

The registered office of all of the above companies is Birchin Way, Grimsby, DN31 2SG.

10. STOCKS
2024 2023
£    £   
Stocks 97,436 85,205

11. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade debtors 4,801,157 3,557,030
Amounts owed by group undertakings 21,482 699,987
Other debtors 888,759 38,865
Tax 69,878 69,878
VAT 1,117,136 -
Prepayments and accrued income 1,032,622 1,116,169
7,931,034 5,481,929

Constellation Cold Logistics UK Limited (Registered number: 04874009)

Notes to the Financial Statements - continued
for the year ended 31st December 2024

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Bank loans and overdrafts (see note 14) - 864,894
Hire purchase contracts (see note 15) 1,575,728 1,314,807
Trade creditors 4,764,071 1,471,323
Amounts owed to group undertakings 55,514,473 13,193,630
Social security and other taxes 274,414 213,127
VAT - 648,446
Other creditors 118,501 107,523
Factor company - 1,970,559
Accruals and deferred income 439,217 1,273,745
Deferred government grants 285,613 171,411
62,972,017 21,229,465

13. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2024 2023
£    £   
Bank loans (see note 14) - 14,372,700
Hire purchase contracts (see note 15) 4,884,663 4,762,129
Deferred government grants 2,994,567 996,141
7,879,230 20,130,970

The movement in deferred tax assets and liabilities during the year is set out below.





Temporary
taxable
differences

Deductible
temporary
differences
Carried
forward
unused
losses



Total
£   £   £   £   
Deferred tax liability
At 1st January 20232,203,766(3,155)(194,302)2,006,309
Charged to the statement of
comprehensive income

1,063,613

(390

)

(1,203,178

)

(139,955

)
At 1st January 20243,267,379(3,545)(1,397,480)1,866,354
Charged to the statement of
comprehensive income

-

-

-

-
At 31st December 20243,267,379(3,545)(1,397,480)1,866,354

Constellation Cold Logistics UK Limited (Registered number: 04874009)

Notes to the Financial Statements - continued
for the year ended 31st December 2024

14. LOANS

An analysis of the maturity of loans is given below:

2024 2023
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts - 73,995
Bank loans - 790,899
- 864,894

Amounts falling due between one and two years:
Bank loans - 1-2 years - 800,000

Amounts falling due between two and five years:
Bank loans - 2-5 years - 13,572,700

15. LEASING AGREEMENTS

Minimum lease payments under hire purchase fall due as follows:

2024 2023
£    £   
Net obligations repayable:
Within one year 1,575,728 1,314,807
Between one and five years 4,853,687 4,694,155
In more than five years 30,976 67,974
6,460,391 6,076,936

16. SECURED DEBTS

The following secured debts are included within creditors:

2024 2023
£    £   
Bank overdraft - 73,995
Bank loans - 15,163,599
Hire purchase contracts 6,460,391 6,076,936
6,460,391 21,314,530

The bank loans, which were fully repaid in the year, and overdraft were secured by a fixed and floating charge over all assets of the company. The hire purchase contracts are secured over the asset the contract relates to.

Constellation Cold Logistics UK Limited (Registered number: 04874009)

Notes to the Financial Statements - continued
for the year ended 31st December 2024

17. PROVISIONS FOR LIABILITIES

The movement in deferred tax assets and liabilities during the year is set out below.





Temporary
taxable
differences

Deductible
temporary
differences
Carried
forward
unused
losses



Total
£   £   £   £   
Deferred tax liability
At 1st January 20232,203,766(3,155)(194,302)2,006,309
Charged to the statement of
comprehensive income

1,063,613

(390

)

(1,203,178

)

(139,955

)
At 1st January 20243,267,379(3,545)(1,397,480)1,866,354
Charged to the statement of
comprehensive income

-

-

-

-
At 31st December 20243,267,379(3,545)(1,397,480)1,866,354

18. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
1,716 Ordinary £1 1,716 1,716

Within the prior year the company issued an additional 583 ordinary shares at a premium of £22,993.

19. RESERVES
Retained Share Merger
earnings premium reserve Totals
£    £    £    £   

At 1st January 2024 841,709 13,404,996 2,999,870 17,246,575
Deficit for the year (7,228,126 ) (7,228,126 )
At 31st December 2024 (6,386,417 ) 13,404,996 2,999,870 10,018,449

20. PENSION COMMITMENTS

The entity operates defined contribution pension schemes, the cost to the entity for the period ended 31 December 2024 was £290,468 (2023: £140,112). The amount outstanding at 31 December 2024 was £69,870 (2023: £14,179).

21. CAPITAL COMMITMENTS
2024 2023
£    £   
Contracted but not provided for in the
financial statements 1,368,825 1,298,672

Constellation Cold Logistics UK Limited (Registered number: 04874009)

Notes to the Financial Statements - continued
for the year ended 31st December 2024

22. ULTIMATE CONTROLLING PARTY

In the Directors' opinion the Company's ultimate parent undertaking is EQT Infrastructure VI Investments S.a.r.l. ('EQT'), a company incorporated in Luxembourg. Prior to the acquisition on 31 October 2024, the group was controlled by Constellation Cold Logistics S.a.r.l. a company registered in Luxembourg.

The company's immediate parent company is Constellation Cold Logistics UK Holdings Limited. The smallest group of companies for which consolidated financial statements are publicly available and include the company are those of Constellation Cold Logistics UK Midco Limited, a company registered in the United Kingdom.