Registration number:
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CLdN Ports Killingholme Limited
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Brebners
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CLdN Ports Killingholme Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Statement of Income and Retained Earnings |
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Statement of Financial Position |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
CLdN Ports Killingholme Limited
Company Information
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Directors |
J M E Rubens F S Maes S M Hammond P J van Malderen G J Walker B D Dove-Seymour |
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Registered office |
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Auditor |
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CLdN Ports Killingholme Limited
Strategic Report for the Year Ended 31 December 2025
The directors present their strategic report for the year ended 31 December 2025.
Principal activity
The principal activity of the company is that of the operation of a shipping port.
Fair review of the business
The company operates a c.218 acre six berth RoRo terminal at Killingholme on the south bank of the River Humber, handling EU-UK unaccompanied unitised freight: containers, trailers and automotive units and general cargo. The company’s customers include related group shipping lines.
The company sold the real estate and assets comprising the terminal estate to its parent company, CLdN Ports Humber Limited, in December 2024.
The Company is a member of the CLdN Links group, which provides transportation services through its network of ports and shipping lines and door-to-door operations. These links remained robust during the year and the CLdN Links group has a significant market share in EU-UK Trade.
Development and performance of the company's business during the financial year
The directors report a decrease in turnover from £56,481,159 in 2024 to £47,110,418, which is in part the result of a long-standing third party customer ceasing its services to/from the terminal part way through the year. Cost of sales decreased from £45,802,281 in 2024 to £31,724,956 in 2025. Profit before tax decreased from £42,610,001 in 2024 to £6,818,381 in 2025, although profit before tax in 2024 benefitted from the gain from the sale of the bulk of the terminal estate in 2024.
The directors assess global economic and geopolitical factors continue to have impacts on the performance of the company, including impacts on higher operating costs related to wage and energy cost inflation.
Notwithstanding this, the directors consider that the company’s performance in 2025 was positive despite these challenges and freight volumes handled continue to demonstrate the essential role of the UK’s short sea RoRo ferry ports in the UK’s freight capacity needs and supply chain.
The company’s operating costs continue to be affected by higher energy and wage costs.
Stevedoring services that are provided to related parties are priced based on the Transactional Net Margin Method (TNMM). A new pricing framework was implemented for the year 2024 as a result of the routine benchmark analysis carried out by the CLdN Links group. This was approved by the directors. The results reported in this statement reflect that framework and adjustments made under it.
Financial Key Performance Indicators
The company's key financial and other performance indicators during the year were as follows:
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Financial KPIs |
Unit |
2025 |
2024 |
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Turnover |
£ |
47,110,418 |
56,481,159 |
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Operating profit |
£ |
5,000,001 |
40,057,729 |
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Gross profit margin |
% |
33 |
19 |
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Profit before tax |
£ |
6,818,381 |
42,610,001 |
The impact of TNMM transfer pricing means that the value of measuring the performance of the Company purely on financial performance is limited. The directors therefore also measure the performance of the company on other factors including throughput/freight units handled.
CLdN Ports Killingholme Limited
Strategic Report for the Year Ended 31 December 2025
Future developments and prospects
The directors consider that the company’s operations will continue to be influenced by the impacts of global economic and geo-political factors, particularly relating to economic uncertainty. As the company operates in the sphere of EU-UK trade the impacts of potential trade barriers between the Europe and the US will be limited.
However, the UK-EU market may be impacted by the uncertainties that this issue creates, in addition the direct impact of Brexit on trade volumes alongside lower consumer confidence and depressed economic performance. The import/export of automotive units remains suppressed compared with pre-COVID levels.
Operating costs are expected to remain higher than previous years. Additional costs for labour will result from increases in national insurance contributions by the company.
The Government formally began carrying out physical sanitary and phytosanitary inspections on imported consignments as of 30 April 2024 with a phased introduction. The necessary facilities are completed and available. At present the number of physical inspections is below the government’s own previous assessments and it remains to be seen if this will change over time. The facilities are over-sized for projected numbers of inspections.
Notwithstanding these challenges, the directors consider that the prospects for the company remain positive. The UK is reliant on short sea ports to service its freight transport needs with continental Europe, and the directors consider that the company remains well-placed to secure its position in this market as part of an integrated shipping and ports group that provides these essential services in the UK and EU; and that the CLdN Links group’s wider performance during 2025 and its established market position demonstrates that this is a reasonable assessment by the directors.
The company and its parent continue to enhance the facilities at Killingholme and the company is focused on delivering a long-term strategy that enables it to continue to offer efficient and cost-effective services to its customers.
CLdN Ports Killingholme Limited
Strategic Report for the Year Ended 31 December 2025
Risk Management
The board of directors assess that the key risks to the company are related to its operations, as follows:
Customers: The company’s revenue is generated by a limited number of shipping line customers in very competitive markets. As a result of the departure of the third part customer in May 2025, the company principally serves affiliated group shipping line operators. The Company benefits from the strength of its intra-group ties with other businesses within the group and the directors seek to further mitigate these risks with long-term contracts and maintaining the competitiveness of the port for customers. The directors look to opportunities to offer stevedoring services to new customers to maintain diversity of customers.
Labour: higher than previous costs and restricted availability of labour are operational risks. The directors have taken steps to respond to the employment market, although labour availability continues to be constrained in the geographical area in which the company operates, particularly in certain skilled roles. The company’s costs for labour increased with the introduction of higher national insurance contributions for employees.
Energy: operational costs have increased further during 2025 and are likely to be impacted by volatile oil markets in 2026.
Development risks and costs: The directors are satisfied that the directors of the terminal owning company will continue to manage the enhancement and optimization of the terminal they now own in a proactive way to support the company’s business.
Health, safety and environment (HSE): the company’s stevedoring and storage operations carry inherent HSE risks, including berthing of vessels and operation of heavy terminal equipment. The company has a dedicated HSE team to manage these risks through risk assessment, policy, training and reporting. Insurance is maintained to cover these risks.
Economic conditions: the directors expect the outlook for 2026 to remain uncertain given continued economic growth challenges in the UK and wider economic conditions, including as a result of geopolitical events.
Section 172(1) statement
The directors confirm that in compliance with Section 172 of the Companies Act 2006, during 2025 they have acted in good faith and in the way they consider would be most likely to promote the success of the company for the benefit of its members as a whole. In doing so the directors have regard, amongst other matters, to the following:
(a) the likely consequences of any decision in the long term
The directors’ strategy and investment decisions are designed to have a long term beneficial interest on the company and contribute to its success in delivering a high quality service to its customers. The company and its parent therefore continue to invest in the facilities in Killingholme.
(b) the interests of the Company’s employees
The company’s employees are fundamental to delivery of the stevedoring, storage and other services provided by the company to its customers. The health, safety and welfare of port staff is a priority for the directors and the company maintains policies and procedures that reflect the particular operating environment and risks associated with a RoRo port. The company has a dedicated HS&E department, which manages these risks through risk assessment, safe systems of work, policies, training and reporting.
The company prioritises training for employees and has an ongoing apprenticeship programme in place. The company engages with employees directly and also under the terms of trade union affiliation agreements for relevant employees.
CLdN Ports Killingholme Limited
Strategic Report for the Year Ended 31 December 2025
(c) the need to foster the Company’s business relationships with suppliers, customers and others
A significant portion of the company’s business relates to stevedoring its affiliated shipping lines, and handling freight units for businesses that are customers of the whole CLdN Links group. The need to foster and maintain these business relationships for the benefit of the wider group is a significant consideration for the directors, including the maintenance of equipment to handle vessels and freight, port operatives and support staff, and port storage space. This also involves maintaining dialogue with customers and suppliers to ensure the company can respond to current and future needs.
The company also maintains its own suppliers, many of whom are local and who have been doing business with company over many years, representing the value of long-standing relationships.
(d) the impact of the Company’s operations on the community and the environment
The Company is fully committed to its responsibility towards the environment and will benefit from the measures being implemented by the wider CLdN Links group to effectively manage and reduce energy consumption going forward. Environmental consents including permits and planning consents are obtained and maintained as required.
The company has carried out Streamlined Energy Use and Carbon Reporting for the year ending 31 December 2025, summarised in the director’s report at page 8. The company’s principal use of fossil fuels is for terminal equipment and this accounts for nearly all of the company’s fossil fuel use and emissions. Although suitable battery powered heavy terminal equipment is not currently available, the directors have instigated measures to reduce carbon emissions and energy consumption, including switching to green energy supply for electricity, installation of LED lighting on terminal, purchasing electric terminal equipment where feasible (such as forklift trucks) and replacing the company car fleet with electric vehicles. These measures necessitate increasing available HV electrical supply to the company’s premises. The company is securing this supply and undertaking works to deliver it from the nearest available substation. The company has complied with reporting requirements under the Energy Savings and Opportunity Scheme for the year ended 2025.
(e) the desirability of the Company maintaining a reputation of high standards for business conduct
The directors maintain high standards of business conduct and good governance, in accordance with the specific legal requirements of the Companies Act, good practice and wider legal requirements incumbent on the directors and the company. In doing so, they look to reflect the high corporate and governance standards of the CLdN Links group and the role of the company in maintain the reputation of the standards of the group. These include the group’s employee and supplier codes of conduct, which were introduced in 2023.
(f) the need to act fairly as between members of the Company
The company is a wholly-owned subsidiary of CLdN Ports Humber Limited, within the CLdN Links group. Nonetheless, the directors manage the interests of the company as a legal entity in the interests of its members. The Board consists of executive and independent directors. Board meetings are held regularly to discuss and review strategic direction and objectives. The shareholders are updated on business performance and future plans.
CLdN Ports Killingholme Limited
Strategic Report for the Year Ended 31 December 2025
Going concern
The company made a profit after tax for the year ended 31 December 2025 of £5,279,290 and had net assets at that date amounting to £55,756,430.
The company finances its operations on a group basis from a combined treasury function.
The company is a co-borrower and co-obligor under a €200 million revolving credit facility together with a term loan of €20 million with other members of its group. As at the date these financial statements were approved by the directors, a combined amount of €208 million was drawn under this facility by other co-borrowers but not the company or its parent.
The company is a participating employer in the hybrid scheme Simon Group Pension Fund. The company is a subsidiary of the sponsoring employer, CLdN Ports Humber Limited, with whom the principal liabilities for the Fund sit. The directors have had sight of the latest FRS102 report. The directors’ assessment is that the potential liabilities of the Company to the Fund do not impact on the position of the company as a going concern, in particular now that the Simon Group Pension Fund is match funded.
The directors consider that although challenges to trading volumes and revenue persist from global, EU-UK, and other geopolitical factors, this should not result in issues for the company as a going concern.
Having made sufficient enquiries, and based upon the above, the directors have a reasonable expectation that the company has adequate resources to continue operating in the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.
Approved by the
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Director
CLdN Ports Killingholme Limited
Directors' Report for the Year Ended 31 December 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
Directors of the company
The directors who held office during the year were as follows:
Dividends
No interim dividends were declared and paid in the year (2024: £90,000,000). No final dividend is proposed.
Employment of disabled persons
The directors' report on their compliance with Regulation 10 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 concerning the employment of disabled persons. The company employed an average of more than 250 employees during the year ending 31 December 2025.
The company has an equal opportunities and diversity policy in addition to complying with legal requirements for the employment of disabled persons including under disability discrimination legislation. The company gives full and fair consideration to job applications made by disabled persons, having regard to aptitude and abilities including by making reasonable adjustments to enable the employment of disabled persons to ensure they have access to the company’s services and employment opportunities. The company has a commitment to ensuring that employees of the company who have become disabled persons during the period of their employment may continue in employment subject to reasonable adjustments and other measures including training. The policy also provides a clear statement that the company will work to challenge discriminatory assumptions about disabled people.
Directors' liabilities
As permitted by the Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Disclosure of information in the Strategic Report
The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company's strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of future developments and financial instruments.
CLdN Ports Killingholme Limited
Directors' Report for the Year Ended 31 December 2025
Streamlined Energy and Carbon Report
The UK Government's Streamlined Energy and Carbon Reporting (SECR) policy was implemented on 1 April 2019. The disclosures below represent the company's energy use and associated greenhouse gas (GHG) emissions from electricity and fuel in the UK for the year ended 31 December 2025.
The SECR submission has been compiled using the 2019 HM Government Environmental Reporting Guidelines and using the financial control approach for the purposes of establishing the organisational boundary.
Emissions have been grouped accordingly to the GHG Protocol Corporate Standard.
Comparison with prior year figures
As this is the fifth year that the company falls under the scope of SECR, comparisons for consumption and emissions are included for the year ended 2021 as the baseline year as there was no significant organisational change from 2021. The baseline year will be reviewed in future as necessary on that basis.
Emissions and energy consumption
The report measures Scope 1 (fossil fuel consumption and associated GHG emissions) and Scope 2 (electricity and associated GHG emissions). Activities within the scope of the report include:
- operations on terminal
- operations in workshops and maintenance
- lighting on terminal
- heating of buildings
- administration and canteens
- transport for business purposes (fuel)
CLdN Ports Killingholme Limited
Directors' Report for the Year Ended 31 December 2025
Scope 1: Fossil fuel consumption and associated GHG emissions
2025
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Fuel Type |
Energy produced (kWh) |
Proportion of port energy (%) |
CO2e emissions (tonnes) |
Proportion of port emissions (%) |
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Petrol |
1,249,342 |
4.40 |
292 |
4.70 |
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Diesel (white) |
22,619,649 |
80.30 |
5,745 |
93.20 |
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Propane |
560,335 |
2.00 |
130 |
2.10 |
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Kerosene |
Nil |
Nil |
Nil |
Nil |
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Total scope 1 |
24,429,326 |
86.70 |
6,167 |
100.00 |
2024
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Fuel Type |
Energy produced (kWh) |
Proportion of port energy (%) |
CO2e emissions (tonnes) |
Proportion of port emissions (%) |
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Petrol |
1,629,804 |
5.50 |
381 |
5.90 |
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Diesel (white) |
23,313,918 |
78.60 |
5,921 |
91.80 |
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Propane |
610,577 |
2.10 |
142 |
2.20 |
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Kerosene |
14,670 |
Nil |
4 |
0.10 |
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Total scope 1 |
25,568,969 |
86.20 |
6,448 |
100.00 |
The majority of the energy CLdN Ports Killingholme (CLdN) uses stems from fossil fuel consumption; consequentially, fossil fuels are responsible for the majority of GHG emissions.
The vast majority of energy consumed (80.3%) and emissions created (93.2%) is produced by consumption of diesel. The majority of diesel used was consumed by reachstackers and tugmasters, accounting for 22% and 58% of diesel usage respectively. Diesel is also used for hired and owned terminal vehicles, forklifts, and refueling terminal minibuses.
All other fossil fuels contribute little to the total energy consumption and greenhouse gas emissions figures. Petrol is used to fuel company cars, pool cars and terminal vehicles and accounts only for 4.7% of the energy consumption and CO2 emission. Propane is used to heat the main office and workshop buildings and forms approximately 2.1 percent of CLdN’s emissions and provides the same relative amount of energy used on-site. Kerosene was used to heat the port’s access control centre, this has now been changed to electric heating.
Scope 1
The total diesel usage figure was obtained form invoices. Details on the amount of fuel consumed by each type of vehicle was obtained from the badge registration report. This report broke down fuel consumption into various equipment/vehicle codes, which drivers/operators have to input when taking fuel out of the tank to show which specific vehicle the fuel has been used for.
White diesel and petrol usage by company cars, pool cars and terminal vehicles at fueling stations were obtained from the invoices.
Kerosene usage and propane figures were taken directly from invoices.
Emissions conversion factors (stating grams of CO2e released per litre of fuel used) and all energy conversion factors (stating kWh produced per litre of fuel) in this report came from the HMG emissions conversion factors.
CLdN Ports Killingholme Limited
Directors' Report for the Year Ended 31 December 2025
Scope 2: Electricity use and associated GHG emissions
2025
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Energy source |
Energy produced (kWh) |
Proportion of terminal energy (%) |
CO2e emissions (tonnes) |
Proportion of terminal emissions (%) |
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Electricity (green) |
3,747,813 |
13.30 |
- |
- |
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Electricity (Solar) |
97,475 |
0.30 |
- |
- |
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Total scope 2 |
3,845,288 |
13.60 |
- |
- |
2024
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Energy source |
Energy produced (kWh) |
Proportion of terminal energy (%) |
CO2e emissions (tonnes) |
Proportion of terminal emissions (%) |
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Electricity (green) |
4,078,154 |
13.80 |
- |
- |
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Total scope 2 |
4,078,154 |
13.80 |
- |
- |
Electricity constitutes the second-largest source of energy to the port. In 2025, approximately 13.3% of the energy used by the port came from electricity.
Electricity is required to power lighting and various operational equipment throughout the port, including some plant equipment such as forklift trucks. Electricity also powers overhead heaters in the Vehicle Enhancement Centre, electric heating and air conditioning units at the Border Control Post, and various electric oil-filled heaters distributed throughout the port.
Scope 2 Methodology
The electricity usage figure was taken from digital meter readings. A definitive breakdown of the port’s electricity usage by process, location, etc. was not possible.
Intensity ratio
The intensity ratio is expressed as emission (CO2e) per unit. This was calculated based on the total number of containers and trailers (full and empty) handled by the terminal and the total amount of fuel consumed by the tugmasters and reachstackers respectively as recorded by the badging system at the fuel stations. All emissions from the reachstackers are allocated to the containers; emissions from tugmasters are divided over containers and trailers based on the registered time spent on each type of unit.
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kg CO2e per unit |
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2021 |
2022 |
2023 |
2024 |
2025 |
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Container |
15.65 |
17.27 |
16.27 |
16.88 |
17.16 |
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Trailer |
7.94 |
8.89 |
7.70 |
9.19 |
9.23 |
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Energy efficiency action taken
The directors have taken a number of initiatives to effect energy efficiency. This includes:
• Ordering 667kWp of PV-panels to install on buildings on the terminal
• The kerosene heating has been changed to electric heating
• Installing a BMS controller to digitally monitor and adjust the heating.
CLdN Ports Killingholme Limited
Directors' Report for the Year Ended 31 December 2025
Approved by the director on
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P J van Malderen
Director
CLdN Ports Killingholme Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
CLdN Ports Killingholme Limited
Independent Auditor's Report to the Members of CLdN Ports Killingholme Limited
for the Year Ended 31 December 2025
Opinion
We have audited the financial statements of CLdN Ports Killingholme Limited (the 'company') for the year ended 31 December 2025, which comprise the Statement of Income and Retained Earnings, Statement of Financial Position, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit 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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
CLdN Ports Killingholme Limited
Independent Auditor's Report to the Members of CLdN Ports Killingholme Limited
for the Year Ended 31 December 2025
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities (set out on page 12), 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 is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor’s 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 an auditor’s report 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.
CLdN Ports Killingholme Limited
Independent Auditor's Report to the Members of CLdN Ports Killingholme Limited
for the Year Ended 31 December 2025
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Based on our understanding of the company and the industry in which it operates, we determined that the principal risks of non-compliance with laws and regulations related to the reporting framework (FRS 102 and the Companies Act 2006) and UK corporate taxation laws and environmental legislation, health and safety legislation, data protection legislation and international maritime regulations. These risks were communicated to our audit team and we remained alert to any indications of non-compliance throughout our audit.
We understood how the company is complying with relevant legislation by making enquiries of management. We also considered the results of our audit procedures and to what extent these corroborate this understanding and assessed the susceptibility of the company’s financial statements to material misstatement. This included consideration of how fraud might occur and evaluation of management’s incentives and opportunities for fraudulent manipulation of the financial statements.
We designed our audit procedures to identify any non-compliance with laws and regulations. Such procedures included, but were not limited to, inspection of any regulatory or legal correspondence; challenging assumptions and judgements made by management; identifying and testing journal entries with a focus on large or unusual transactions as determined based on our understanding of the business; and identifying and assessing the effectiveness of controls in place to prevent and detect fraud.
Owing to the inherent limitations of an audit, there remains a risk that a material misstatement may not have been detected, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance with laws and regulations and cannot be expected to detect all instances of non-compliance.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
The primary responsibility for the detection and prevention of fraud rests with those responsible for governance and management. The further removed non-compliance with laws and regulations is from the events reflected in the financial statements, the less likely the auditor will become aware of it.
The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, collusion, omission, misrepresentation or forgery.
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 auditor's report.
CLdN Ports Killingholme Limited
Independent Auditor's Report to the Members of CLdN Ports Killingholme Limited
for the Year Ended 31 December 2025
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 an auditor’s report 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
130 Shaftesbury Avenue
W1D 5AR
CLdN Ports Killingholme Limited
Statement of Income and Retained Earnings for the Year Ended 31 December 2025
|
Note |
2025 |
(As restated) |
|
|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
|
|
|
Other operating income |
|
|
|
|
Operating profit |
|
|
|
|
Other interest receivable and similar income |
|
|
|
|
1,818,380 |
2,552,272 |
||
|
Profit before tax |
|
|
|
|
Taxation |
( |
( |
|
|
Profit for the financial year |
|
|
CLdN Ports Killingholme Limited
Statement of Financial Position as at 31 December 2025
|
Note |
2025 |
(As restated) |
|
|
Fixed assets |
|||
|
Tangible assets |
|
|
|
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
20,947 |
20,947 |
|
|
Share premium reserve |
5,146,973 |
5,146,973 |
|
|
Other reserves |
6,000 |
6,000 |
|
|
Retained earnings |
50,582,510 |
45,303,220 |
|
|
Shareholders' funds |
55,756,430 |
50,477,140 |
Approved and authorised by the
......................................................................
P J van Malderen
Director
Company registration number: 00278815
CLdN Ports Killingholme Limited
Statement of Changes in Equity for the Year Ended 31 December 2025
|
Share capital |
Share premium |
Other reserves |
Retained earnings |
Total |
|
|
At 1 January 2025 |
|
|
|
|
|
|
Prior period adjustment (note 23) |
- |
- |
- |
( |
( |
|
At 1 January 2025 (As restated) |
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
|
|
|
At 31 December 2025 |
|
|
|
|
|
|
Share capital |
Share premium |
Revaluation reserve |
Other reserves |
Retained earnings |
Total |
|
|
At 1 January 2024 |
|
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
- |
|
|
|
Other comprehensive income |
- |
- |
( |
- |
|
- |
|
Total comprehensive income |
- |
- |
( |
- |
|
|
|
Dividends |
- |
- |
- |
- |
( |
( |
|
At 31 December 2024 |
20,947 |
5,146,973 |
- |
6,000 |
45,303,220 |
50,477,140 |
CLdN Ports Killingholme Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
The principal activity of the company is that of the operation of a shipping port.
The principal place of business is:
Clough Lane
North Killingholme
North Lincolnshire
DN40 3LX
|
Accounting policies |
Statement of compliance
These financial statements were 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.
Basis of preparation
These financial statements have been prepared using the historical cost convention except any items disclosed in the accounting policies as being shown at fair value and are presented in sterling, which is the functional currency of the entity.
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Summary of disclosure exemptions
Advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:
(a) No cash flow statement has been presented for the company
(b) Disclosures in respect of financial instruments have not been presented
(c) No disclosure has been given for the aggregate remuneration of key management personnel.
CLdN Ports Killingholme Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows:
The company exercises judgement to determine useful lives and residual values of tangible assets. The assets are depreciated to their estimated residual values over their estimated useful lives.
Going concern
The company made a profit for the year ending 31 December 2025 and had net assets at that date amounting to £55,756,430. The company finances its operations with loans from group undertakings, as required.
The company's cashflow forecasts show that the company has sufficient working capital for a period of at least 12 months from the date of approval of these financial statements.
Having made sufficient enquiries, and based upon the above, the directors have a reasonable expectation that the company has adequate resources to continue operating in the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company's activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The company recognises turnover from Ro-Ro Stevedoring and other terminal operations on the date the services are provided. Turnover in respect of storage and warehousing and commission is recognised over the period to which they relate.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
CLdN Ports Killingholme Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and assets under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Freehold buildings |
10-30 years straight line |
|
Leasehold land, infrastructure and buildings |
Straight line over the period of the lease |
|
Plant and machinery |
5-50% straight line |
Government Grants
Government grants are recognised when it is reasonable to expect that the grants will be received and that all related conditions will be met, usually on submission of a valid claim for payment.
Grants of a revenue nature are credited to income so as to match them with the expenditure to which they relate.
Grants of a capital nature are credited to income over the useful economic lives of the assets to which they relate.
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
CLdN Ports Killingholme Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
|
Turnover |
The analysis of the company's turnover for the year from continuing operations is as follows:
|
2025 |
(As restated) |
|
|
Rendering of services - UK |
|
|
CLdN Ports Killingholme Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Other operating income |
The analysis of the company's other operating income for the year is as follows:
|
2025 |
2024 |
|
|
Insurance proceeds |
184,059 |
(65,028) |
|
Government grants |
|
|
|
Rental income |
|
|
|
Other income |
719 |
- |
|
|
|
|
Other gains and losses |
The analysis of the company's other gains and losses for the year is as follows:
|
2025 |
2024 |
|
|
Gain/loss on disposal of property, plant and equipment |
|
|
|
Operating profit |
Arrived at after charging/(crediting)
|
2025 |
2024 |
|
|
Depreciation expense |
|
|
|
Foreign exchange losses/(gains) |
|
( |
|
Other interest receivable and similar income |
|
2025 |
2024 |
|
|
Interest income on bank deposits |
|
- |
|
Interest receivable |
|
|
|
|
|
CLdN Ports Killingholme Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Staff costs |
The aggregate payroll costs were as follows:
|
2025 |
2024 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Other short-term employee benefits |
|
|
|
Pension costs, defined contribution scheme |
649,923 |
|
|
Other employee expense |
|
|
|
|
|
The average number of persons employed by the company during the year, analysed by category was as follows:
|
2025 |
2024 |
|
|
Administration and support |
|
|
|
Terminal operations |
|
|
|
|
|
|
Auditor's remuneration |
|
2025 |
2024 |
|
|
Audit of the financial statements |
|
|
|
Other remuneration payable to auditors |
||
|
Taxation compliance services |
|
|
CLdN Ports Killingholme Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Taxation |
Tax charged/(credited) in the income statement
|
2025 |
(As restated) |
|
|
Current taxation |
||
|
UK corporation tax |
( |
|
|
UK corporation tax adjustment to prior periods |
( |
( |
|
(700,279) |
2,088,074 |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
|
|
Tax expense in the income statement |
|
|
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2024 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2025 |
(As restated) |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Effect of non-taxable income |
( |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Decrease in UK and foreign current tax from adjustment for prior periods |
( |
( |
|
Tax (decrease)/increase from effect of capital allowances and depreciation |
( |
|
|
Tax increase from other short-term timing differences |
|
|
|
Other tax effects for reconciliation between accounting profit and tax expense (income) |
( |
|
|
Total tax charge |
|
|
CLdN Ports Killingholme Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
Deferred tax
Deferred tax assets and liabilities
|
2025 |
Liability |
|
Accelerated capital allowances |
|
|
Pension contributions |
( |
|
|
|
2024 |
Liability |
|
Accelerated capital allowances |
|
|
Pension contributions |
( |
|
|
Pillar Two legislation
The company is within the scope of PILLAR Two legislation. The PILLAR Two legislation has been enacted in the UK. Since the profit before tax for the company is liable to corporation tax at the prevailing rate of 25%, the directors do not expect that the legislation will have any material impact on the company.
At 31 December 2025 the company had capital losses of £3,543,739 to carry forward which have not been reflected as a deferred tax asset in the statement of financial position.
CLdN Ports Killingholme Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Tangible assets |
|
Freehold land and buildings |
Leasehold land and Infrastructure |
Leasehold buildings |
Assets under construction |
Plant and machinery |
Total |
|
|
Cost or valuation |
||||||
|
At 1 January 2025 |
|
|
|
|
|
|
|
Additions |
|
- |
- |
|
|
|
|
Disposals |
( |
- |
- |
( |
( |
( |
|
Transfers |
- |
- |
- |
( |
|
- |
|
At 31 December 2025 |
- |
|
|
|
|
|
|
Depreciation |
||||||
|
At 1 January 2025 |
|
|
|
- |
|
|
|
Charge for the year |
|
|
|
- |
|
|
|
Eliminated on disposal |
( |
- |
- |
- |
( |
( |
|
At 31 December 2025 |
- |
|
|
- |
|
|
|
Carrying amount |
||||||
|
At 31 December 2025 |
- |
|
|
|
|
|
|
At 31 December 2024 |
|
|
|
|
|
|
The assets under construction relate to development projects commenced at Killingholme. As the company no longer owns the freehold land and infrastructure at Killingholme, it is envisaged that as these projects are completed the costs incurred will be transferred to another group undertaking unless relating to plant and machinery.
CLdN Ports Killingholme Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Stocks |
|
2025 |
2024 |
|
|
Other inventories |
|
|
|
Debtors |
|
2025 |
(As restated) |
|
|
Trade debtors |
|
|
|
Amounts owed by group undertakings |
|
|
|
Other debtors |
|
|
|
Prepayments and accrued income |
|
|
|
Corporation tax asset |
|
|
|
Total current trade and other debtors |
|
|
|
Cash and cash equivalents |
|
2025 |
2024 |
|
|
Cash on hand |
|
|
|
Creditors |
|
2025 |
2024 |
|
|
Due within one year |
||
|
Trade creditors |
|
|
|
Amounts due to group undertakings |
|
|
|
Social security and other taxes |
|
|
|
Other creditors |
|
|
|
Accrued expenses and deferred income |
|
|
|
|
|
|
|
Due after one year |
||
|
Deferred income |
|
|
CLdN Ports Killingholme Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Provisions for liabilities |
|
Deferred tax |
Total |
|
|
At 1 January 2025 |
|
|
|
Increase (decrease) in existing provisions |
|
|
|
At 31 December 2025 |
|
|
|
|
||
|
Pension and other schemes |
Defined contribution pension scheme
The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £
Defined benefit plans
The company participates in a group wide funded scheme providing benefits based on final pensionable pay. There is no contracted agreement or policy for charging the net defined benefit cost to individual companies within the group.
Therefore in accordance with FRS 102 paragraph 28.38 the net defined benefit cost for the year ended 31 December 2025 and the net benefit obligation at that date is recognised in the financial statements of the sponsoring employer, CLdN Ports Humber Limited.
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
20,947 |
|
20,947 |
There are no restrictions on the repayment of capital or the distribution of dividends.
CLdN Ports Killingholme Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Commitments, guarantees and contingencies |
Operating leases
The total of future minimum lease payments is as follows:
|
2025 |
2024 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
Capital commitments
The total amount contracted for but not provided in the financial statements was £
Contingencies
The company has given an unlimited guarantee in respect of a group credit facility of €200,000,000 together with a term loan of €20,000,000. At 31 December 2025 a combined amount of €208,400,000 (2024: €210,720,000) was outstanding, however no liability is expected to arise. This guarantee is secured by fixed and floating charges over the assets and undertakings of the company.
|
Dividends |
|
2025 |
2024 |
|||
|
£ |
£ |
|||
|
Interim dividend of £Nil (2024 - £ |
- |
90,000,000 |
||
|
Related party transactions |
In accordance with FRS102 paragraph 33.1A exemption is taken not to disclose transactions or amounts due between wholly owned group undertakings.
During the year an amount of £105,468 (2024: £134,675) was paid in respect of legal and professional fees to a company under common control.
CLdN Ports Killingholme Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
Parent and ultimate parent undertaking |
The company's immediate parent is CLdN Ports Humber Limited.
The ultimate parent is CLdN Links SA, incorporated in Luxembourg.
The parent of the smallest and largest group preparing group accounts incorporating the results of the company is CLdN Links SA, whose financial statements are available online from the Luxembourg Business Registers. The registered address of CLdN Links SA is 3-7 rue Schiller L-2519, Luxembourg.
|
Prior period adjustment |
During the year, the directors identified an error in the calculation of accrued income at 31 December 2024 resulting in an overstatement of turnover for the year by £1,227,085. This has been corrected in the current year together with a reduction in the corporation tax charge of £306,711 and the comparatives have been restated.
Net assets at 31 December 2024 and the profit for the year then ended are £920,314 less than previously stated.