REGISTERED NUMBER: 13041894 (England and Wales)

Constellation Cold Logistics UK Holdings

Limited

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31st December 2024

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

Mr J C R Marquez

Mr T Hughes

Mrs S Ireland

REGISTERED OFFICE:

Birchin Way

Grimsby

DN31 2SG

REGISTERED NUMBER:

13041894 (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.

REVIEW OF BUSINESS

As this company is an intermediate holding company, a full detailed review of the business is presented within the consolidated accounts of Constellation Cold Logistics UK Midco Limited.

PRINCIPAL RISKS AND UNCERTAINTIES

The group'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 group utilises available resources provided from within the group. Effective cash flow forecasting allows for the provision of group resources for any significant cash outflows that could not be covered by the company individually.

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 group is in a good position and that the risks that have been identified are being well managed. The directors are confident in the group's ability to maintain and build on the current position, and as a result are overseeing the continuing development of the new cold storage facility in Grimsby.

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.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of an intermediate holding company.

DIVIDENDS

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

DIRECTORS

Mr J C R Marquez has held office during the whole of the period from 1st January 2024 to the date of this report.

Other changes in directors holding office are as follows:

Mr A J 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

At the year end the company reported a loss before tax of £677,742 (2023: £638,900) and net current liabilities of £72,170 (2023: £65,645) which gives rise to a going concern risk. Accordingly, the directors have prepared financial forecasts covering a period of 12 months to 31 December 2026 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.

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 Holdings 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.

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 three, 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

-

-

Administrative expenses

6,525

-

OPERATING LOSS

4

(6,525

)

-

Interest receivable and similar income

-

712

(6,525

)

712

Interest payable and similar expenses

5

671,217

639,612

LOSS BEFORE TAXATION

(677,742

)

(638,900

)

Tax on loss

6

-

52,059

LOSS FOR THE FINANCIAL YEAR

(677,742

)

(690,959

)

LOSS FOR THE YEAR

(677,742

)

(690,959

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(677,742

)

(690,959

)

FIXED ASSETS

Investments

7

39,808,661

39,808,661

CURRENT ASSETS

Debtors

8

80,361

150,305

CREDITORS

Amounts falling due within one year

9

152,531

215,950

NET CURRENT LIABILITIES

(72,170

)

(65,645

)

TOTAL ASSETS LESS CURRENT LIABILITIES

39,736,491

39,743,016

CREDITORS

Amounts falling due after more than one year

10

13,929,836

13,258,619

NET ASSETS

25,806,655

26,484,397

CAPITAL AND RESERVES

Called up share capital

12

15,112

15,112

Share premium

13

27,813,622

27,813,622

Retained earnings

13

(2,022,079

)

(1,344,337

)

SHAREHOLDERS' FUNDS

25,806,655

26,484,397

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

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1st January 2023

10,000

(653,378

)

18,434,829

17,791,451

Changes in equity

Issue of share capital

5,112

-

9,378,793

9,383,905

Total comprehensive income

-

(690,959

)

-

(690,959

)

Balance at 31st December 2023

15,112

(1,344,337

)

27,813,622

26,484,397

Changes in equity

Total comprehensive income

-

(677,742

)

-

(677,742

)

Balance at 31st December 2024

15,112

(2,022,079

)

27,813,622

25,806,655

1.	STATUTORY INFORMATION

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

Going concern

At the year end the company reported a loss before tax of £677,742 (2023: £638,900) and net current liabilities of £72,170 (2023: £65,645) which gives rise to a going concern risk. Accordingly, the directors have prepared financial forecasts covering a period of 12 months to 31 December 2026 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 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 requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirements of paragraph 24(b) of IFRS 6.

Preparation of consolidated financial statements

The financial statements contain information about Constellation Cold Logistics UK Holdings Limited as an individual company and do not contain consolidated information as the parent of a group. The company is exempt under section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent.

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.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

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.

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.

Trade and other debtors

Trade and other debtors are initially recognised at the transaction price and subsequently measured using the amortised cost method which uses the effective interest method. At each balance sheet date, the directors asses trade and other debtors for evidence of indicators of impairment and where the directors conclude that amounts in respect of trade and other debtors are not recoverable, a specific bad debt provision is recognised. Trade debtors are not interest-bearing. Where the effects of discounting trade and other debtors is judged to be immaterial, such debtors are stated at cost less impairment losses in respect of bad debts.

Trade and other creditors

Trade and other creditors are initially recognised in the financial statements at transaction price. Trade and other creditors are then subsequently measured at amortised cost using the effective interest method, unless the effects of discounting would be considered immaterial. If the effects of discounting are judged to be immaterial, trade and other creditors are stated at cost. Trade creditors are not interest-bearing.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31st December 2024 nor for the year ended 31st December 2023.

The average number of employees during the year was NIL (2023 - NIL).

2024

2023

£

£

Directors' remuneration

-

-

4.	OPERATING LOSS

The operating loss is stated after charging:

2024

2023

£

£

Auditors' remuneration

6,525

-

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Interest payable

671,217

639,612

6.

TAXATION

Analysis of the tax charge

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

2024

2023

£

£

Current tax:

Prior year under/over

provision

-

69,944

Group relief

-

(17,885

)

Tax on loss

-

52,059

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1st January 2024

and 31st December 2024

39,808,661

NET BOOK VALUE

At 31st December 2024

39,808,661

At 31st December 2023

39,808,661

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 Limited

Ordinary

100%

England & Wales

Operator of cold storage premises

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 shares in Constellation Cold Logistics UK 2 Limited, SAL Commercials Limited and Cryotech (Grimsby) Limited are owned by Constellation Cold Logistics UK Limited. The registered office of all of the above companies is Birchin Way, Grimsby, DN31 2SG.

All of the shares barring those in Constellation Cold Logistics UK Limited are held by Constellation Cold Logistics UK Limited.

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed by group undertakings

79,649

149,593

Other debtors

712

-

Directors' loan account

-

712

80,361

150,305

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

118,286

184,430

Social security and other taxes

31,520

31,520

Accruals and deferred income

2,725

-

152,531

215,950

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Other loans (see note 11)

13,929,836

13,258,619

Loans due to related parties are unsecured, repayable in 2031 and compound interest is charged bi-annually at 5%.

11.

LOANS

An analysis of the maturity of loans is given below:

2024

2023

£

£

Amounts falling due in more than five years:

Repayable otherwise than by instalments

Other loans due to related

parties

13,929,836

13,258,619

13,929,836

13,258,619

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

8,000

Ordinary A

£1

-

-

2,000

Ordinary B

£1

-

-

15,112

Ordinary

£1

15,112

15,112

15,112

15,112

On 6 January 2023 the Ordinary A and Ordinary B shares were redesignated Ordinary shares.

5,112 Ordinary shares were issued at a premium on 6 January 2023.

13.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1st January 2024

(1,344,337

)

27,813,622

26,469,285

Deficit for the year

(677,742

)

(677,742

)

At 31st December 2024

(2,022,079

)

27,813,622

25,791,543

14.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31 December 2024 and 31 December 2023:

2024

2023

£

£

A J Howard

Balance outstanding at start of year

712

93,303

Amounts advanced

-

712

Amounts repaid

-

(93,303

)

Balance outstanding at date ceased to be a director/year end

712

712

Interest on overdrawn loan balances was charged at HMRC approved rates.

15.	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 Midco 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.