| 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 |
| 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: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| 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: |
| 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 |
| Other changes in directors holding office are as follows: |
| 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: |
| 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. |
| for and on behalf of |
| Chartered Accountants |
| Statutory Auditor |
| Regent's Court |
| Princess Street |
| Hull |
| East Yorkshire |
| HU2 8BA |
| 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 | ( |
) | ( |
) |
| 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 |
| CURRENT ASSETS |
| Debtors | 18 |
| CREDITORS |
| Amounts falling due within one year | 19 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 25 |
| Share premium | 26 |
| Retained earnings | 26 |
| SHAREHOLDERS' FUNDS |
| 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 |
| 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 |
| 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 | - | ( |
) | - | ( |
) |
| Total comprehensive income | - | - |
| Balance at 31st December 2023 |
| Changes in equity |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 31st December 2024 |
| 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 |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| 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. |
| 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 buildings | 5 - 40 years |
| Long leasehold buildings | period of lease |
| Short leasehold buildings | period of lease |
| Improvements to property | 5-40 years |
| Plant and Machinery : |
| General plant and machinery | 3 - 24 years |
| Motor vehicles | 3 - 10 years |
| Fixtures & fittings | 3 - 24 years |
| The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is included in the statement of comprehensive income. |
| 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 |
| 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 |
| Impairments | ( |
) |
| At 31st December 2024 |
| NET BOOK VALUE |
| At 31st December 2024 |
| At 31st December 2023 |
| 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 | - | - |
| 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 |
| 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 |
| 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 |
| Deferred government grants | 285,613 | 171,411 |
| 58,916,846 | 14,291,347 |
| 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 | 33,200,292 |
| Deficit for the year | ( |
) | ( |
) |
| At 31st December 2024 | 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. |