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REGISTERED NUMBER: 13076994 (England and Wales)


















Constellation Cold Logistics UK Midco
Limited

Group Strategic Report, Report of the Directors and

Audited Consolidated Financial Statements for the Year Ended 31st December 2024






Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)






Contents of the Consolidated Financial Statements
for the year ended 31st December 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 8

Consolidated Income Statement 12

Consolidated Other Comprehensive Income 13

Consolidated Balance Sheet 14

Company Balance Sheet 15

Consolidated Statement of Changes in Equity 16

Company Statement of Changes in Equity 17

Consolidated Cash Flow Statement 18

Notes to the Consolidated Cash Flow Statement 19

Notes to the Consolidated Financial Statements 21


Constellation Cold Logistics UK Midco
Limited

Company Information
for the year ended 31st December 2024







DIRECTORS: Mr J C R Marquez
Mr T Hughes
Mr A A N Maharaj
Mrs S Ireland





REGISTERED OFFICE: Birchin Way
Grimsby
NE Lincolnshire
DN31 2SG





REGISTERED NUMBER: 13076994 (England and Wales)





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

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Group Strategic Report
for the year ended 31st December 2024

The directors present their strategic report of the company and the group for the year ended 31st December 2024.

REVIEW OF BUSINESS
The principal activity of the group is of an operator 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
£ £

Turnover 35,332,120 38,668,395
Operating (loss) (5,819,184) (3,659,364 )
(Loss) after tax (9,267,003) (5,129,282 )
Equity shareholder funds 14,563,059 23,830,062

During the year the transport assets of Constellation Cold Logistics UK 2 Limited were hived up into Constellation Cold Logistics UK Limited, transport in Grimsby from 1 May and in Wolverhampton from 1 June.

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 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.


Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Group Strategic Report
for the year ended 31st December 2024

SECTION 172(1) STATEMENT
This statement describes how the Directors have had regard to the matters set out in section 172(1) (a) to (f) Companies Act 2016, in exercising their duty to promote the success of the company for the benefit of its members, and in doing so, to have regard to the following six factors:

- The likely consequences of any decisions in the long term;
- The interests of the company's employees
- The need to foster the company's business relationships with suppliers, customers and others;
- The impact of the company's operations on the community and the environment;
- The reputation for a high standard of business conduct;
- The need to act fairly between members of the company;

The Constellation Group of Companies has set out a vision which describes what we aim to achieve in the long term, this is to deliver cold logistics excellence with local market expertise throughout Europe. The directors of the company incorporate this vision into their specific country planning and decision-making processes.

The directors' approach to promoting the long term success of the business and providing shareholder value is driven by an annual business planning cycle with input from all stakeholders and a robust quality management system. This has continued throughout the reported financial year. Moving forwards into 2025, a quarterly financial reforecast system has been put in place from the start of the year, these are rigorously reviewed by the Senior Leadership Team and the Constellation Group Board before approval. As part of this process, company risks and opportunities are reviewed and kept up to date.

Operational KPI data for warehousing and transport is collated each month and presented for review at both local level within the monthly Senior Leadership Team Meeting and at group level within the Monthly Board Review. These KPI's aid decision making to ensure the business remains on track to achieve it's annual business plan. These KPI's include warehouse utilisation and throughput, value added services, energy usage, labour hours, transport load count and trailer utilisation and fuel consumption.

As part of a high energy usage industry, the company is conscious about sustainability, reducing its energy usage and subsequently any negative effects on the environment. In 2023 a £2.2m invest was made in solar panels for 3 of its cold stores in the Grimsby and Redditch locations, new solar investment is expected to go live in January 2026. In 2025 further investment has been made at the Estate Rd 2 site, with a 36,000 pallet extension to the current cold store. The whole site will go live with solar power to both areas of the building, and, as part of the investment, a new more efficient refrigeration plant has been included leading to an enhanced efficient consumption of energy. This increased capacity investment adds both employment security for the future to the existing workforce and provides the platform for increased headcount as the site utilisation grows.

The directors of the company, as part of the Constellation Cold Group of Companies, have committed to further cold storage investment in 2025 with a planning application being made for an extension of the existing Wolverhampton location expecting to break ground in 2026.

The company continues to monitor customer satisfaction via an annual survey and regular reviews with key customers. Feedback remains positive with good customer retention and organic growth as well as a strong pipeline for new business.

The company has been certified to meet the British Retail Consortium's Global Standard for Storage and Distribution in all its cold stores. The cold stores are also certified under either the Soil Association to store organic produce or OF & G Organic to store, pack and freeze organic produce. The directors see it as a priority to progress and embrace the requirements of standards dictated by market requirements and hence contribute to ensuring the long-term future of the business.

The Constellation Group of Companies has set out a number of values which describe how we should conduct ourselves to ensure the success of the company. These are the behaviours that we value as a company, which are also critical to achieving our vision. These values are:


Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Group Strategic Report
for the year ended 31st December 2024

- Trust
- Excellence
- Entrepreneurship
- One Team

The business is committed to the full employee experience, giving our employees a voice by implementing a companywide engagement survey, with additional forums and communication channels across all areas of the business. Our employee surveys and communication programs ensure that employees feel valued and more engaged with the business objectives, gives the business opportunities to spot problems before they become major issues and can aid the leadership team to make more informed choices based on real data not assumptions.

The company continues to review the hybrid working policy to promote flexible working and continue to improve the employee experience. As an extension to this policy, the company benefits from being opened up to increased workforce availability.

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 group 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 group does not enter into any formally designated hedging arrangements.

The group 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 subsidiary company Constellation Cold Logistics UK 2 Limited has been hived up into fellow subsidiary company 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 plant installed as part of the new 36,000 pallet expansion at the Estate Road 2 facility, leading to an enhanced efficient consumption of energy. The new solar plant at Estate Road 2 is expected to go live in early 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 Midco
Limited (Registered number: 13076994)

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

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

DIVIDENDS
No dividends were paid in the year. The director's do not recommend payment of a final dividend.

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

Mr A A N Maharaj and Mrs S Ireland were appointed as directors 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 group reported a loss before tax of £9,267,003 (2023: £5,129,282) and net current liabilities of £43,139,167 (2023: £4,273,162) 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.

STREAMLINED ENERGY AND CARBON REPORTING
We have reported on all required sources of GHG emissions and energy usage as required under The Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008 as amended.

The table below presents the companies greenhouse gas footprint, within the scope of Streamlined Energy and Carbon Reporting (SECR), for the financial period ended 31 December 2024.


SECR Inventory (1st January - 31st December) 2023 2024
Energy consumption used to calculate tCO2e/kWh 51,667,115 53,343,689
Scope 1 Emissions from Gas & Transport tCO2e 6,723 6,752
Scope 2 Emissions from purchased Electricity & Transport
tCO2e

4,723

4,729
Scope 3 Emissions from business travel in rental cars or
employee owned vehicles tCO2e

0

0
Total gross tCO2e based on above 11,447 11,480
Intensity metric 1 tCO2e gross per £   ,000 sales revenue 296.02 326.06

Notes to the Energy & Carbon Report:
- The intensity ratio is based on the total revenue for the 2024 financial year £35,210,102 (2023: £38,668,395), expressed in units of £1m.

- The company demonstrated little change in GHG emissions (tCO2e - tonnes carbon dioxide equivalent) year on year, with Scope 1 transport fuel and Scope 2 grid electric being almost in line. However, the total energy consumption did increase by 3.2% due to the increase in usage of solar power.


Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

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

- The solar volume increased in 2024 by 293% to 2.4m kWh, as investment of £2.2m brought additional volume generation to 2 of the sites in Grimsby and the Redditch site.

- Of this 293%, 87% was fed back to the grid though. This was a learning curve for the company to ensure that refrigeration controls were set to maximise solar usage vs grid usage. Progress was made and the second half of 2024 was much improved subsequently feeding into a better 2025 position.

- Of the 3.2% increase in energy usage, 1.3% related to the Estate Rd 2 site in Grimsby where refrigeration plant issues started in May 2024. Attempts were made to resolve, but it was clear that more investment was needed.

During 2024 an investment to add a 36,000 pallet extension to the Estate Rd 2 site was started. This investment included new refrigeration plant and solar volume and became operational as a cold store in September 2025. This will solve the increased usage at the original site, hence it was agreed to progress in the short term with the current
usage levels. 0.8% of the increased usage related to the Lewis Howard Avenue site in Grimsby and additional blast freezing volume year on year.

Future Plans:
- The solar volume on the extension at Estate Rd 2 in Grimsby is expected to go live in January 2026. The solar investment included is expected to generate 3120 MWh of power. As a result, alongside the exiting site, no further grid electric is expected following the expansion.

- A new warehouse at the Wolverhampton site is in the planning stage with an application submitted in 2025, this is expected to break ground in 2026. This will include more efficient refrigeration plant and solar generated power.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group 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;
- state whether applicable accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements;
- 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information.

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

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 Midco
Limited

Opinion
We have audited the financial statements of Constellation Cold Logistics UK Midco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31st December 2024 and of the group's 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 group 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 group's and the parent 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 Group 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.

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


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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company 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 six, 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

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


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;
- 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.

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


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 Midco
Limited (Registered number: 13076994)

Consolidated Income Statement
for the year ended 31st December 2024

2024 2023
Notes £    £    £    £   

TURNOVER 3 35,332,120 38,668,395

Cost of sales 25,869,945 28,418,813
GROSS PROFIT 9,462,175 10,249,582

Distribution costs 1,746,667 1,554,168
Administrative expenses 13,846,463 12,559,546
15,593,130 14,113,714
(6,130,955 ) (3,864,132 )

Other operating income 4 311,771 204,768
OPERATING LOSS 7 (5,819,184 ) (3,659,364 )

Exceptional item 8 790,783 98,713
(6,609,967 ) (3,758,077 )

Interest receivable and similar income 9 - 13,957
(6,609,967 ) (3,744,120 )

Interest payable and similar expenses 10 2,657,036 1,913,482
LOSS BEFORE TAXATION (9,267,003 ) (5,657,602 )

Tax on loss 11 - (528,320 )
LOSS FOR THE FINANCIAL YEAR (9,267,003 ) (5,129,282 )
Loss attributable to:
Owners of the parent (9,267,003 ) (5,129,282 )

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Consolidated Other Comprehensive Income
for the year ended 31st December 2024

2024 2023
Notes £    £   

LOSS FOR THE YEAR (9,267,003 ) (5,129,282 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(9,267,003

)

(5,129,282

)

Total comprehensive income attributable to:
Owners of the parent (9,267,003 ) (5,129,282 )

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Consolidated Balance Sheet
31st December 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 14 15,768,917 18,440,884
Tangible assets 15 65,367,374 43,886,595
Investments 16 - -
81,136,291 62,327,479

CURRENT ASSETS
Stocks 17 97,436 153,419
Debtors 18 14,532,610 8,921,988
Cash at bank and in hand 1,147,633 942,328
15,777,679 10,017,735
CREDITORS
Amounts falling due within one year 19 58,916,846 14,291,347
NET CURRENT LIABILITIES (43,139,167 ) (4,273,612 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

37,997,124

58,053,867

CREDITORS
Amounts falling due after more than one
year

20

(21,809,065

)

(33,389,588

)

PROVISIONS FOR LIABILITIES 24 (1,625,000 ) (834,217 )
NET ASSETS 14,563,059 23,830,062

CAPITAL AND RESERVES
Called up share capital 25 13,113 13,113
Share premium 26 32,842,315 32,842,315
Retained earnings 26 (18,292,369 ) (9,025,366 )
SHAREHOLDERS' FUNDS 14,563,059 23,830,062

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 Midco
Limited (Registered number: 13076994)

Company Balance Sheet
31st December 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 14 - -
Tangible assets 15 - -
Investments 16 33,287,480 33,332,560
33,287,480 33,332,560

CURRENT ASSETS
Debtors 18 110,779 110,779

CREDITORS
Amounts falling due within one year 19 204,014 229,934
NET CURRENT LIABILITIES (93,235 ) (119,155 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

33,194,245

33,213,405

CAPITAL AND RESERVES
Called up share capital 25 13,113 13,113
Share premium 26 32,842,315 32,842,315
Retained earnings 26 338,817 357,977
SHAREHOLDERS' FUNDS 33,194,245 33,213,405

Company's (loss)/profit for the financial
year

(19,160

)

57,453

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 Midco
Limited (Registered number: 13076994)

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

Called up
share Retained Share
capital earnings premium
£    £    £   
Balance at 1st January 2023 8,001 (4,196,608 ) 25,463,522

Changes in equity
Issue of share capital 5,112 - 9,378,793
Reduction in share capital - 2,000,000 (2,000,000 )
Dividends - (1,699,476 ) -
Total comprehensive income - (5,129,282 ) -
Balance at 31st December 2023 13,113 (9,025,366 ) 32,842,315

Changes in equity
Total comprehensive income - (9,267,003 ) -
Balance at 31st December 2024 13,113 (18,292,369 ) 32,842,315
Non-controlling Total
Total interests equity
£    £    £   
Balance at 1st January 2023 21,274,915 - 21,274,915

Changes in equity
Issue of share capital 9,383,905 - 9,383,905
Dividends (1,699,476 ) - (1,699,476 )
Total comprehensive income (5,129,282 ) - (5,129,282 )
Balance at 31st December 2023 23,830,062 - 23,830,062

Changes in equity
Total comprehensive income (9,267,003 ) - (9,267,003 )
Balance at 31st December 2024 14,563,059 - 14,563,059

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

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

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1st January 2023 8,001 - 25,463,522 25,471,523

Changes in equity
Issue of share capital 5,112 - 9,378,793 9,383,905
Reduction in share capital - 2,000,000 (2,000,000 ) -
Dividends - (1,699,476 ) - (1,699,476 )
Total comprehensive income - 57,453 - 57,453
Balance at 31st December 2023 13,113 357,977 32,842,315 33,213,405

Changes in equity
Total comprehensive income - (19,160 ) - (19,160 )
Balance at 31st December 2024 13,113 338,817 32,842,315 33,194,245

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Consolidated Cash Flow Statement
for the year ended 31st December 2024

2024 2023
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (156,571 ) 5,589,206
Interest paid (2,278,158 ) (1,730,824 )
Interest element of hire purchase
payments paid

(378,878

)

(182,658

)
Net cash from operating activities (2,813,607 ) 3,675,724

Cash flows from investing activities
Purchase of intangible fixed assets - (343,070 )
Purchase of tangible fixed assets (23,178,524 ) (3,578,901 )
Sale of tangible fixed assets 24,456 417
Payment to acquire subsidiary - (17,902,582 )
Cash acquired with subsidiary - 1,600,001
Interest received - 13,957
Net cash from investing activities (23,154,068 ) (20,210,178 )

Cash flows from financing activities
New loans in year - 4,021,674
Loan repayments in year (15,163,599 ) (836,401 )
Capital repayments in year (4,027,236 ) (1,222,926 )
Amount introduced by directors 712 93,303
Amount withdrawn by directors - (712 )
Share issue - 9,383,905
Compound element of interest paid 671,217 564,490
Introduced by unconsolidated group co's 43,901,103 1,213,274
Non-cash reserves movement 790,783 300,524
Net cash from financing activities 26,172,980 13,517,131

Increase/(decrease) in cash and cash equivalents 205,305 (3,017,323 )
Cash and cash equivalents at
beginning of year

2

942,328

3,959,651

Cash and cash equivalents at end of
year

2

1,147,633

942,328

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Notes to the Consolidated Cash Flow Statement
for the year ended 31st December 2024

1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024 2023
£    £   
Loss before taxation (9,267,003 ) (5,657,602 )
Depreciation charges 8,489,692 6,875,428
Loss on disposal of fixed assets 245,290 197,461
Government grants (171,411 ) (171,411 )
Finance costs 2,657,036 1,913,482
Finance income - (13,957 )
1,953,604 3,143,401
Decrease in stocks 55,983 14,348
(Increase)/decrease in trade and other debtors (6,504,544 ) 1,794,799
Increase in trade and other creditors 4,338,386 636,658
Cash generated from operations (156,571 ) 5,589,206

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 1,147,633 942,328
Year ended 31st December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 942,328 4,020,365
Bank overdrafts - (60,714 )
942,328 3,959,651


Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Notes to the Consolidated Cash Flow Statement
for the year ended 31st December 2024

3. ANALYSIS OF CHANGES IN NET DEBT

Other
non-cash
At 1.1.24 Cash flow changes At 31.12.24
£    £    £    £   
Net cash
Cash at bank
and in hand 942,328 205,305 1,147,633
942,328 205,305 1,147,633
Debt
Finance leases (6,076,936 ) 4,027,236 (4,410,691 ) (6,460,391 )
Debts falling due
within 1 year (790,899 ) 790,899 - -
Debts falling due
after 1 year (27,631,318 ) 13,701,483 - (13,929,835 )
(34,499,153 ) 18,519,618 (4,410,691 ) (20,390,226 )
Total (33,556,825 ) 18,724,923 (4,410,691 ) (19,242,593 )

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

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

1. STATUTORY INFORMATION

Constellation Cold Logistics UK Midco 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 General 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 group reported a loss before tax of £9,267,003 (2023: £5,129,282) and net current liabilities of £43,139,167 (2023: £4,273,612) which gives rise to a going concern risk. Accordingly, the directors have prepared financial forecasts covering a period of 12 months to 31 December 2025 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.

Basis of consolidation
The group financial statements consolidate the financial statements of Constellation Cold Logistics UK Midco Limited and all its subsidiary undertakings drawn up to 31st December each year.

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

The company recognises revenue at fair value of the consideration received or receivable.

Revenue is calculated as the gross sales value which is reduced for volume discounts, rebates and similar discounts and allowances. Revenue is measured net of customer returns.

Goodwill
Purchased goodwill (representing the excess of the fair value of the consideration given over the fair value of the separable net assets acquired) arising on business combinations is capitalised. Positive goodwill is amortised to zero by equal annual instalments over its estimated useful life of 10 years. The carrying value of goodwill is reviewed whenever there is an indicator of impairment. Any impairment is recognised in the period in which it is identified.

Fixed asset investments
Investments in subsidiary undertakings are held at cost less provision for any permanent diminution in value.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of five years.

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

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

2. ACCOUNTING POLICIES - continued

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 buildings5 - 40 years
Long leasehold buildingsperiod of lease
Short leasehold buildingsperiod of lease
Improvements to property5-40 years

Plant and Machinery :
General plant and machinery 3 - 24 years
Motor vehicles3 - 10 years
Fixtures & fittings3 - 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.

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.

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

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

Notes to the Consolidated 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.


Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

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

2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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.

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.

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

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

3. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

2024 2023
£    £   
Cold storage 25,379,043 24,769,462
Transportation 9,862,735 13,536,701
Rental income 31,423 321,368
Fuel sales 58,919 40,864
35,332,120 38,668,395

4. OTHER OPERATING INCOME
2024 2023
£    £   
Sundry receipts 9,000 33,357
Electricity generation income 126,689 -
Government grants 171,411 171,411
Exchange gains 4,671 -
311,771 204,768

5. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 14,756,999 14,401,218
Social security costs 1,528,838 1,371,615
Other pension costs 563,870 494,942
16,849,707 16,267,775

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

Directors 3 3
Management, sales and distribution 327 360
330 363

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

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

6. DIRECTORS' EMOLUMENTS

Group 2024 2023
£ £
Directors' remuneration
Directors' remuneration 545,227 520,195
Director's contribution to money purchase pension scheme 23,017 7,577

Company 2024 2022
£ £
Directors' remuneration
Directors' remuneration - -
Directors' pension contributions to money purchase schemes - -

Information regarding the highest paid director is as follows:
2024 2022
£ £
Emoluments etc. - -
Directors' pension contributions to money purchase schemes - -

7. OPERATING LOSS

The operating loss is stated after charging:

2024 2023
£    £   
Other operating leases 38,432 43,310
Depreciation - owned assets 4,016,746 3,637,097
Depreciation - assets on hire purchase contracts 2,062,769 1,157,478
Loss on disposal of fixed assets 278,608 4,374
Goodwill amortisation 2,318,805 2,027,204
Computer software amortisation 87,880 54,170
Auditors' remuneration 53,566 60,450
Auditors' remuneration for non audit work 42,215 8,500
Foreign exchange differences 5,910 -

8. EXCEPTIONAL ITEMS

2024 2023
£ £
Cost of fundamental reorganisation - 98,713
Demolition provision 790,783 -
790,783 98,713

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

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

9. INTEREST RECEIVABLE AND SIMILAR INCOME
2024 2023
£    £   
Deposit account interest - 13,245
Other interest received - 712
- 13,957

10. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Bank interest 2,130 34,020
Bank loan interest 887,328 1,019,716
ID interest and charges 153,736 110,782
Other interest payable 1,234,964 566,306
Hire purchase 378,878 182,658
2,657,036 1,913,482

11. 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)/under
provision - 71,595

Deferred tax - (599,915 )
Tax on loss - (528,320 )

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

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

11. TAXATION - continued

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 (9,267,003 ) (5,657,602 )
Loss multiplied by the standard rate of corporation tax in the UK of
25 % (2023 - 23.520 %)

(2,316,751

)

(1,330,668

)

Effects of:
Expenses not deductible for tax purposes 24,580 60,205
Income not taxable for tax purposes 3,549 (40,317 )
Depreciation in excess of capital allowances 28,290 92,407
Adjustments to tax charge in respect of previous periods - 84,065
Change in rate of deferred tax - (36,352 )
Amortisation of goodwill - 476,798
Deferred tax not recognised 1,551,935 146,573
Other permanent differences 500 257
Other tax adjustments, reliefs and transfers (4,010 ) (67,783 )
Temporary timing differences - (3 )
Depreciation on consolidation adjustments 737,963 86,498
Additional deduction for land remediation expenditure (26,056 ) -
Total tax credit - (528,320 )

12. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


13. DIVIDENDS
2024 2023
£    £   
Ordinary shares of £1 each
Interim - 1,699,476

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

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

14. INTANGIBLE FIXED ASSETS

Group
Computer
Goodwill software Totals
£    £    £   
COST
At 1st January 2024 24,653,344 914,716 25,568,060
Disposals - (12,057 ) (12,057 )
Impairments (265,282 ) - (265,282 )
At 31st December 2024 24,388,062 902,659 25,290,721
AMORTISATION
At 1st January 2024 6,564,736 562,440 7,127,176
Amortisation for year 2,318,805 87,880 2,406,685
Eliminated on disposal - (12,057 ) (12,057 )
At 31st December 2024 8,883,541 638,263 9,521,804
NET BOOK VALUE
At 31st December 2024 15,504,521 264,396 15,768,917
At 31st December 2023 18,088,608 352,276 18,440,884

15. TANGIBLE FIXED ASSETS

Group
Fixtures
Freehold Plant and and Motor
property machinery fittings vehicles Totals
£    £    £    £    £   
COST
At 1st January 2024 64,690,630 18,156,395 5,534,428 14,038,662 102,420,115
Additions 24,097,761 2,669,933 794,521 27,000 27,589,215
Disposals (1,603,382 ) (1,932,031 ) (665,054 ) (15,766 ) (4,216,233 )
Impairments 265,282 - - - 265,282
At 31st December 2024 87,450,291 18,894,297 5,663,895 14,049,896 126,058,379
DEPRECIATION
At 1st January 2024 32,539,909 13,805,813 2,932,453 9,255,345 58,533,520
Charge for year 2,081,751 1,820,146 823,420 1,354,198 6,079,515
Eliminated on disposal (1,524,488 ) (1,753,178 ) (628,599 ) (15,765 ) (3,922,030 )
At 31st December 2024 33,097,172 13,872,781 3,127,274 10,593,778 60,691,005
NET BOOK VALUE
At 31st December 2024 54,353,119 5,021,516 2,536,621 3,456,118 65,367,374
At 31st December 2023 32,150,721 4,350,582 2,601,975 4,783,317 43,886,595

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

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

15. TANGIBLE FIXED ASSETS - continued

Group

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 6,737,960 9,815,498
Additions 1,610,748 - - 1,610,748
Transfer to ownership - - (763,200 ) (763,200 )
At 31st December 2024 3,905,289 782,997 5,974,760 10,663,046
DEPRECIATION
At 1st January 2024 39,000 65,250 2,958,449 3,062,699
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 3,343,401 4,362,268
NET BOOK VALUE
At 31st December 2024 3,212,672 456,747 2,631,359 6,300,778
At 31st December 2023 2,255,541 717,747 3,779,511 6,752,799

16. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1st January 2024 33,332,560
Impairments (45,080 )
At 31st December 2024 33,287,480
NET BOOK VALUE
At 31st December 2024 33,287,480
At 31st December 2023 33,332,560


Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

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

16. FIXED ASSET INVESTMENTS - continued


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
Holdings Limited
Ordinary 100% England &
Wales
Intermediate
holding
company
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.

The shares in Constellation Cold Logistics UK 2 Limited were acquired on 10 January 2023.

On 1 May 2024 and 1 June 2024, the trade and assets of the Northern transport division and Midlands transport division respectively were hived up to their parent company Constellation Cold Logistics UK Limited.

17. STOCKS

Group
2024 2023
£    £   
Stocks 97,436 153,419

18. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Trade debtors 10,679,781 6,830,576 - -
Amounts owed by group undertakings - - 110,779 110,779
Other debtors 889,471 41,630 - -
Directors' current accounts - 712 - -
Tax 69,903 69,903 - -
VAT 1,077,349 - - -
Deferred tax asset 357,946 357,946 - -
Prepayments and accrued income 1,458,160 1,621,221 - -
14,532,610 8,921,988 110,779 110,779

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

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

18. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued

Deferred tax asset
Group Company
2024 2023 2024 2023
£    £    £    £   
Deferred tax 357,946 357,946 - -

19. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans and overdrafts (see note 21) - 790,899 - -
Hire purchase contracts (see note 22) 1,575,728 1,314,807 - -
Trade creditors 8,344,193 3,677,281 - -
Amounts owed to group undertakings 45,910,278 2,009,175 198,829 229,934
Social security and other taxes 467,184 428,848 - -
VAT - 1,011,870 - -
Other creditors 118,501 107,523 - -
Invoice factoring facility - 1,970,559 - -
Accruals and deferred income 2,215,349 2,808,974 5,185 -
Deferred government grants 285,613 171,411 - -
58,916,846 14,291,347 204,014 229,934

20. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group
2024 2023
£    £   
Bank loans (see note 21) - 14,372,700
Other loans (see note 21) 13,929,835 13,258,618
Hire purchase contracts (see note 22) 4,884,663 4,762,129
Deferred government grants 2,994,567 996,141
21,809,065 33,389,588

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

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

21. LOANS

An analysis of the maturity of loans is given below:

Group
2024 2023
£    £   
Amounts falling due within one year or on demand:
Bank loans - 790,899
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
Amounts falling due in more than five years:
Repayable otherwise than by instalments
Other loans more 5yrs 13,929,835 13,258,618

22. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase
contracts
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

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

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

23. SECURED DEBTS

The following secured debts are included within creditors:

Group
2024 2023
£    £   
Bank loans - 15,163,599
Hire purchase contracts 6,460,391 6,076,936
6,460,391 21,240,535

The bank loans and overdrafts are 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.

24. PROVISIONS FOR LIABILITIES

Group
2024 2023
£    £   
Other provisions 1,625,000 834,217

Aggregate amounts 1,625,000 834,217

Group
Deferred
tax
£   
Balance at 1st January 2024 (357,946 )
Balance at 31st December 2024 (357,946 )

25. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
13,113 Ordinary £1 13,113 13,113

26. RESERVES

Group
Retained Share
earnings premium Totals
£    £    £   

At 1st January 2024 (9,025,366 ) 32,842,315 23,816,949
Deficit for the year (9,267,003 ) - (9,267,003 )
At 31st December 2024 (18,292,369 ) 32,842,315 14,549,946

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

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

26. RESERVES - continued

Company
Retained Share
earnings premium Totals
£    £    £   

At 1st January 2024 357,977 32,842,315 33,200,292
Deficit for the year (19,160 ) (19,160 )
At 31st December 2024 338,817 32,842,315 33,181,132


27. PENSION COMMITMENTS

The group operates defined contribution pension schemes, the cost to the group for the period ended 31 December 2024 was £540,853 (2023 £437,365). The amount outstanding at 31 December 2024 was £100,455 (2023 £65,282).

28. CAPITAL COMMITMENTS

Group
2024 2023
£ £
Contracted but not provided for in the financial statements 1,368,825 1,298,672

Company
2024 2023
£ £
Contracted but not provided for in the financial statements - -

29. RELATED PARTY DISCLOSURES

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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Entities with control, joint control or significant influence over the entity
2024 2023
£    £   
Amount due to related party 33,218,820 1,654,736

Other related parties
2024 2023
£    £   
Amount due to related party 12,691,458 354,439

Constellation Cold Logistics UK Midco
Limited (Registered number: 13076994)

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

30. 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.