SAL Commercials Limited - Accounts to registrar (filleted) - small 23.2.5

REGISTERED NUMBER: 04119799 (England and Wales)

SAL Commercials Limited

Financial Statements for the Year Ended 31st December 2022

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

A J Howard

SECRETARY:

Ms C A Howard

REGISTERED OFFICE:

c/o Constellation Cold Logistics UK

Limited

Birchin Way

Grimsby

NE Lincolnshire

DN31 2SG

REGISTERED NUMBER:

04119799 (England and Wales)

AUDITORS:

Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

BANKERS:

Natwest Bank

66 Victoria Street

Grimsby

N E Lincs

DN31 1BL

FIXED ASSETS

Tangible assets

4

-

2,145,326

Investment property

5

-

13,053,618

-

15,198,944

CURRENT ASSETS

Stocks

-

57,846

Debtors

6

11,533,556

3,517,303

Cash at bank

-

29,847

11,533,556

3,604,996

CREDITORS

Amounts falling due within one year

7

199,095

2,153,880

NET CURRENT ASSETS

11,334,461

1,451,116

TOTAL ASSETS LESS CURRENT LIABILITIES

11,334,461

16,650,060

CREDITORS

Amounts falling due after more than one year

8

-

(6,317,441

)

PROVISIONS FOR LIABILITIES

-

(994,449

)

NET ASSETS

11,334,461

9,338,170

CAPITAL AND RESERVES

Called up share capital

1,000

1,000

Retained earnings

11,333,461

9,337,170

SHAREHOLDERS' FUNDS

11,334,461

9,338,170

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 19th December 2023 and were signed by:

A J Howard - Director

1.	STATUTORY INFORMATION

SAL Commercials Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going Concern

The company transferred its trade and assets to its immediate parent company during the current period. Consequently, the company has ceased trading and has become effectively a dormant company. The company has limited liabilities which will be settled using funds from the parent company which are due to the company. Therefore, the Directors have obtained a letter of parental support ensure this funding will be in place when it is required. The Directors have considered the parent company's ability to provide this support and concluded that it has substantial resources from which to provide this should it be required. On this basis, the Directors continue to adopt the going concern basis of preparation in these financial statements.

Turnover

The company recognises revenue at the 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 as well as value added tax and other sales taxes. Revenue is measured net of customer returns and credits. Revenue is recognised in accordance with FRS 102, Section 23 Revenue. The company recognises a sale on satisfactory completion of delivery and the point at which the risks and rewards of ownership of the goods pass from the Company to the customer and the Company has no further obligations to the customer.

Tangible fixed assets

All fixed assets are initially recorded at cost. Plant, machinery, fixtures and fittings and motor vehicles are used in the company's principal activity for the production and supply of services or for administrative purposes and is stated in the balance sheet under the historic cost model. This model requires the assets to be stated at cost less amounts in respect of depreciation and less any accumulated impairment losses. Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value (which is the expected amount that would currently be obtained from disposal of an asset, after deducting the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life), over the useful economic life of the respective asset as follows:

Plant and Machinery

-

20% on a straight line basis

Fixtures and Fittings

-

Straight line basis over 20 years

Motor Vehicles

-

20% on a straight line basis

Assets obtained under hire purchase contracts are capitalised in the balance sheet. Assets which are held under finance leases are depreciated in the same manner as owned assets. Those held under hire purchase contracts are depreciated over their estimated useful lives or the lease term, whichever is 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.

At each balance sheet date, the directors review the assets to determine whether, or not, there are any indications that tangible fixed assets have suffered impairment losses. If any such indication exists, the recoverable amount of the respective asset is estimated in order to determine the extent of the impairment loss. At each balance sheet date, the directors review the useful lives and residual values of the company's assets and these are revised as necessary. Any revisions to useful lives and residual values are applied prospectively from the date of change. Where the recoverable amount of an asset is estimated to be less than the carrying amount,in the financial statements, the carrying amount is reduced to its recoverable amount by way of an impairment loss which is charged to profit or loss immediately. Impairment losses are reversed when the conditions giving rise to the previously recognised impairment loss cease to exist. In the situation that an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined, net of depreciation charges, had the asset not been subject to impairment in prior years. A reversal of a previously recognised impairment loss is recognised as income immediately.

Investment property

Investment property is shown at the most recent valuation. Any aggregate surplus arising from changes in the fair value is recognised in the revaluation reserve through other comprehensive income. When an impairment loss arises, the deficit is recognised against the revaluation reserve and if the impairment exceeds the revaluation reserve, the deficit is recognised in the profit and loss account.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. At each balance sheet date, the directors undertake a review of its stock to establish if any stock is slow-moving or has become obsolete. Where any write-downs of stock become necessary so as to reduce the value from cost to estimated selling price less costs to complete and sell, such write-downs are recognised as an expense in profit or loss in the period in which the write-down or loss occurs. Where such write-downs subsequently reverse, the amount of any reversal is recognised as a reduction in the amount of the stocks recognised as an expense in the period in which the reversal occurs.

Taxation

Taxation for the year comprises current and deferred tax. The current liability is based on taxable profit for the current or past reporting periods. The entity's taxable profit differed from the profit reported in profit or loss for the year because of items of income in expense which are taxable or deductible in different periods together with items which are beyond the scope fo tax and hence are never taxable or deductible. The entity's liability for current tax is calculated using tax rates which have been enacted or substantively enacted, by the balance sheet date.

Amounts of the current and deferred tax are generally recognised in the profit or loss, except when they relate to items which are recognised in other comprehensive income or equity as the case may be.

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.

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.

Pension costs and other post-retirement benefits

Short-term employee benefits are recognised as an expense in the period in which they are incurred. The company operates a defined contribution pension scheme and the obligations for contributions are recognised as an expense in the period they are incurred. Differences between contributions payable in the year and those actually paid are recognised as either prepayments or accruals in the balance sheet. The assets of the defined contribution pension scheme are held separately from those of the company in an independently administered fund.

Trade and other debtors

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

Trade and other creditors

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

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 37 (2021 - 50 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1st January 2022

6,302,627

Additions

589,000

Disposals

(6,891,627

)

At 31st December 2022

-

DEPRECIATION

At 1st January 2022

4,157,301

Charge for year

549,052

Eliminated on disposal

(4,706,353

)

At 31st December 2022

-

NET BOOK VALUE

At 31st December 2022

-

At 31st December 2021

2,145,326

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

Plant and

machinery

etc

£

COST

At 1st January 2022

3,155,000

Disposals

(3,155,000

)

At 31st December 2022

-

DEPRECIATION

At 1st January 2022

1,757,901

Eliminated on disposal

(1,757,901

)

At 31st December 2022

-

NET BOOK VALUE

At 31st December 2022

-

At 31st December 2021

1,397,099

5.	INVESTMENT PROPERTY

Total

£

FAIR VALUE

At 1st January 2022

13,053,618

Disposals

(13,053,618

)

At 31st December 2022

-

NET BOOK VALUE

At 31st December 2022

-

At 31st December 2021

13,053,618

If investment property had not been revalued it would have been included at the following historical cost:

2022

2021

£

£

Cost

-

20,744,247

Aggregated depreciation

-

(10,400,201

)

Investment property was valued on an open market basis on 27 August 2019 by PPH Commercial.

It has since been transferred to the parent company on hive up.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

£

£

Trade debtors

-

1,078,265

Amounts owed by group undertakings

11,468,767

2,082,426

Other debtors

64,789

356,612

11,533,556

3,517,303

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

£

£

Bank loans and overdrafts

59,669

511,603

Hire purchase contracts

-

680,842

Trade creditors

-

529,074

Amounts owed to group undertakings

139,426

-

Taxation and social security

-

366,650

Other creditors

-

65,711

199,095

2,153,880

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2022

2021

£

£

Bank loans

-

5,336,084

Hire purchase contracts

-

367,503

Other creditors

-

613,854

-

6,317,441

Amounts falling due in more than five years:

Repayable by instalments

Bank loans more 5 yr by instal

-

3,472,994

9.	SECURED DEBTS

The following secured debts are included within creditors:

2022

2021

£

£

Bank overdrafts

59,669

45,830

Bank loans

-

5,801,857

Hire purchase contracts

-

1,048,345

59,669

6,896,032

The bank loans and overdraft 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.

In addition, there is an unlimited intercompany guarantee between SAL Commercials Limited, HSH Cold Stores Limited and Cryotech (Grimsby) Limited dated 9th February 2017.

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Matthew Fox FCCA (Senior Statutory Auditor)

for and on behalf of Smailes Goldie

11.	DIRECTOR'S ADVANCES, CREDITS AND GUARANTEES

2022

2021

£

£

Directors

Balance outstanding at the start of the year

-

(1,465

)

Amounts advanced

-

(5,435

)

Amounts repaid

-

6,900

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

-

-

12.	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.

13.	ULTIMATE CONTROLLING PARTY

As at the year end date the controlling party is Constellation Cold Logistics United Kingdom s.a.r.l. a company registered in Luxembourg.