REGISTERED NUMBER: |
UNAUDITED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
FOR |
PANGAEA TWO ACQUISITION HOLDINGS XXIIA |
LIMITED |
REGISTERED NUMBER: |
UNAUDITED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
FOR |
PANGAEA TWO ACQUISITION HOLDINGS XXIIA |
LIMITED |
PANGAEA TWO ACQUISITION HOLDINGS XXIIA |
LIMITED (REGISTERED NUMBER: 11309240) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
Page |
Company Information | 1 |
Balance Sheet | 2 |
Notes to the Financial Statements | 3 |
PANGAEA TWO ACQUISITION HOLDINGS XXIIA |
LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
Directors: |
Secretary: |
Registered office: |
Registered number: |
Accountants: |
First Floor, Templeback |
10 Temple back |
Bristol |
BS1 6FL |
PANGAEA TWO ACQUISITION HOLDINGS XXIIA |
LIMITED (REGISTERED NUMBER: 11309240) |
BALANCE SHEET |
31 DECEMBER 2022 |
31/12/22 | 31/12/21 |
as restated |
Notes | $ | $ |
FIXED ASSETS |
Investments | 4 |
CURRENT ASSETS |
Debtors | 5 |
CREDITORS |
Amounts falling due within one year | 6 | ( |
) | ( |
) |
NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital |
Revaluation reserve | 7 |
Other reserves |
Retained earnings | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS |
The directors acknowledge their responsibilities for: |
(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered. |
The financial statements were approved by the Board of Directors and authorised for issue on |
PANGAEA TWO ACQUISITION HOLDINGS XXIIA |
LIMITED (REGISTERED NUMBER: 11309240) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
1. | STATUTORY INFORMATION |
Pangaea Two Acquisition Holdings XXIIA Limited is a |
The Company’s functional and presentational currency is US Dollars (USD) and the financial statements have been rounded to the nearest Dollar ($). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Preparation of consolidated financial statements |
The financial statements contain information about Pangaea Two Acquisition Holdings XXIIA Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements. |
Investments in subsidiaries and associates |
Investments in subsidiaries and associates are held at fair value with increases recognised in other comprehensive income. |
A decrease in revaluation is recognised in other comprehensive income to the extent of any previous recognised revaluation increase. If a revaluation decrease exceeds the accumulated revaluation gains recognised in other comprehensive income, the excess shall be recognised in profit and loss. |
A revaluation of subsidiaries and associates is carried out annually using the share values of the investments they hold to determine their value. |
Financial instruments |
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments. |
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. |
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
Classification of financial liabilities |
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. |
Basic financial liabilities |
Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price. |
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are initially recognised at transaction price. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
PANGAEA TWO ACQUISITION HOLDINGS XXIIA |
LIMITED (REGISTERED NUMBER: 11309240) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
2. | ACCOUNTING POLICIES - continued |
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 US Dollars at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into US Dollars at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was NIL (2021 - NIL). |
4. | FIXED ASSET INVESTMENTS |
Shares in | Interest |
group | in |
undertakings | associate | Totals |
$ | $ | $ |
Cost or valuation |
At 1 January 2022 | - | 385,856,424 |
Revaluations | ( |
) | (113,690,899 | ) |
At 31 December 2022 | 272,165,525 |
Net book value |
At 31 December 2022 | 272,165,525 |
At 31 December 2021 | 385,856,424 |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiary |
Registered office: Suite 1, 7th Floor, 50 Broadway, London, SW1H 0BL |
Nature of business: |
% |
Class of shares: | holding |
Associated company |
Registered office: Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. |
Nature of business: |
% |
Class of shares: | holding |
On 11 October 2022 the shares held by Pangaea Two Acquisition Holdings XXIIB Limited for TH International Limited were distributed to Pangaea Two Acquisition Holdings XXIIB Limited's shareholders for no consideration. The transferred shares now held by Pangaea Two Acquisition Holdings XXIIA Limited had no cost on transfer but have been revalued in accordance with the Company's accounting policy on Investments shown in note 2. |
PANGAEA TWO ACQUISITION HOLDINGS XXIIA |
LIMITED (REGISTERED NUMBER: 11309240) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31/12/22 | 31/12/21 |
as restated |
$ | $ |
Amounts owed by group undertakings |
Other debtors |
6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31/12/22 | 31/12/21 |
as restated |
$ | $ |
Trade creditors |
Other creditors |
7. | RESERVES |
Revaluation |
reserve |
$ |
At 1 January 2022 |
Loss on revaluation | (99,949,845 | ) |
At 31 December 2022 |
8. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party is Cartesian Capital Group, LLC a company registered in the United States of America. |