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REGISTERED NUMBER: 11505885 (England and Wales)















EMERGE GLOBAL LTD

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023






EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Consolidated Income Statement 10

Consolidated Other Comprehensive Income 11

Consolidated Statement of Financial Position 12

Company Statement of Financial Position 14

Consolidated Statement of Changes in Equity 15

Company Statement of Changes in Equity 16

Consolidated Statement of Cash Flows 17

Notes to the Consolidated Statement of Cash Flows 18

Notes to the Consolidated Financial Statements 21


EMERGE GLOBAL LTD

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2023







DIRECTORS: Mr M S Bigley
Mr R G Harris





REGISTERED OFFICE: C73 Shelton Boulevard
Stoke on Trent
Staffordshire
ST1 5GQ





REGISTERED NUMBER: 11505885 (England and Wales)





AUDITORS: Folkes Worton LLP
Chartered Accountants and Statutory Auditor
15-17 Church Street
Stourbridge
West Midlands
DY8 1LU

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023


The directors present their strategic report of the company and the group for the year ended 31 December 2023.

REVIEW OF BUSINESS
Emerge continues to invest in its strategy to develop an international freight management company that supports its customers in the efficient movement of their products through the supply chain from production to consumption anywhere in the world.

In execution of this strategy Emerge continues to make strategic investments in relevant businesses that add significant value to the service proposition of the company through skills, knowledge, resources, infrastructure and services to deliver exceptional standards of service quality and commercial efficiency that the Company's customers demand.

Emerge delivers its services through three clear divisions working collaboratively to deliver exceptional quality and value in the services that are provided:

- The Emerge Freight Forwarding division has performed exceptionally well as we continue to deliver service quality through Air and Sea worldwide. To support the growth we have opened offices in Hong Kong and Turkey to provide expert knowledge in local markets.

- Emerge expanded its Warehousing, Storage and Fulfilment division through the investment in EasyCorp UK and the additional investment in 80,000sq.ft of new Warehousing in Stoke on Trent. On top of this the inclusion of the mid Wales warehouses has further strengthened the group

- Emerge expanded its Road Transport Distribution division through the investment in Speed Welshpool bringing access to a number of UK and European pallet and parcel networks and now operates seamlessly within the Group. The continued investment drives best practice, improving safety and efficiency and are now a FORS member company.

Emerge works proactively to reduce its impact on the environment and aligned with Carbon Neutral Britain to become Carbon Neutral by the end of 2023. Emerge continues to investigate the use of electric vehicles, rainwater harvesting, cycle to work schemes, hybrid working and solar, across the business to continually manage and reduce the environmental impact that we have.

The Company has attracted and retained new customers across all divisions, and we continue to invest in our service proposition through technology, processes and standards to ensure that we remain at the forefront of our markets and peers.

People remain at the heart of our Group. The skills, knowledge and commitment our people demonstrate every day are a cornerstone to our success. We continue to develop our team and attract new skills and knowledge.

Emerge has grown significantly since its inception and continues to invest in high performing, high quality businesses and people. Emerge has expanded its relationship with its existing finance partners and entered into a new long term agreement with Beechbrook Capital. This enabled Emerge to further invest in Britam Shipping which strengthens the freight forwarding and warehousing divisions. Emerge believes this investment adds significantly to our customer proposition.

Long term partnerships with Arbuthnot Bank and Beechbrook Capital enables Emerge to accelerate its investment programme in all divisional areas through 2024 and beyond.


The directors present the combined annual results of the consolidated group below:


EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

REVIEW OF THE BUSINESS (CONTINUED)
Performance of the business for the year
2023 2022
£    £   
Turnover 20,374 17,525
Profit before tax 657 1,013
Add back net interest 411 209
Consolidated operating profit 1,068 1,222
Add back amortisation 476 280
Add back depreciation 415 175
Add back exceptional items included administrative expenses * 436 -
Consolidated EBITDA before exceptional items 2,395 1,677
Consolidated EBITDA before exceptional items margin 11.8% 9.6%
* Exceptional items include one-off costs in relation to restructuring, personnel cost and
premises dilapidation costs.

Net cash generated from operating activities 623 1,865
Cash conversion ratio 26.0% 111.2%

Trade debtors 3,712 1,884
Lock up days at year end 66.5 Days 39.2 Days

Net group borrowing
Senior debt 4,213 3,419
Finance lease liabilities 1,124 117
Less: Cash at bank (1,130 ) (1,753 )
Net third party borrowings 4,207 1,783
Loan notes and credit vendor loans 1,020 -
Net indebtedness 5,227 1,783

The directors are encouraged by the results of the KPIs above which exceed initial budgets and they are confident that growth will continue during the next financial year. In addition, if the businesses acquired during the year had been part of the group for the full financial year the consolidated turnover and EBITDA would have been as illustrated below:


EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

REVIEW OF THE BUSINESS (CONTINUED)
2023
£   
Consolidated turnover, as above 20,374
Pre acquisition turnover (EasyCorp UK Limited) 7
Pre acquisition turnover (Speed Welshpool Limited) 6,737
Adjusted consolidated turnover including a full financial year of acquired businesses 27,184

Consolidated EBITDA before exceptional items as above 2,395
Pre acquisition EBITDA (EasyCorp UK Limited) 35
Pre acquisition EBITDA (Speed Welshpool Limited) 725
Adjusted consolidated EBITDA before exceptional items including a full financial year of
acquired businesses

3,115

Adjusted consolidated EBITDA before exceptional items margin 11.6%

The adjusted consolidated revenue and EBITDA illustrated above are based on the results extracted from the unaudited management accounts for each entity from 1 January 2023 to the month of acquisition.

ON BEHALF OF THE BOARD:





Mr M S Bigley - Director


27 June 2024

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2023


The directors present their report with the financial statements of the company and the group for the year ended 31 December 2023.

DIVIDENDS
The total distribution of dividends for the year ended 31 December 2023 will be £ 197,666 .

All dividends were paid by subsidiary companies to non-controlling interests.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

Mr M S Bigley
Mr R G Harris

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;
- 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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2023


AUDITORS
The auditors, Folkes Worton LLP, having been appointed during the year, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:



Mr M S Bigley - Director


27 June 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
EMERGE GLOBAL LTD


Opinion
We have audited the financial statements of Emerge Global Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 31 December 2023 and of the group's 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 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.

The comparative figures for the year ended 31 December 2022 were unaudited.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
EMERGE GLOBAL LTD


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 five, 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.

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:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council's website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, its group and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
EMERGE GLOBAL LTD


In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which include:

-Enquire of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
-Reviewing minutes of meetings of those charged with governance;
-Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
-Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
-Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher then for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.

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.

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.




John Hegney FCCA (Senior Statutory Auditor)
for and on behalf of Folkes Worton LLP
Chartered Accountants and Statutory Auditor
15-17 Church Street
Stourbridge
West Midlands
DY8 1LU

27 June 2024

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
Restated
Unaudited
Notes £    £   

TURNOVER 20,374,726 17,524,819

Cost of sales 14,458,727 14,111,894
GROSS PROFIT 5,915,999 3,412,925

Administrative expenses 4,951,539 2,192,098
964,460 1,220,827

Other operating income 98,504 1,749
OPERATING PROFIT 4 1,062,964 1,222,576

Interest receivable and similar income 5,329 1,065
1,068,293 1,223,641

Interest payable and similar expenses 5 411,524 210,379
PROFIT BEFORE TAXATION 656,769 1,013,262

Tax on profit 6 356,807 304,975
PROFIT FOR THE FINANCIAL YEAR 299,962 708,287
Profit attributable to:
Owners of the parent 35,110 308,526
Non-controlling interests 264,852 399,761
299,962 708,287

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
Restated
Unaudited
Notes £    £   

PROFIT FOR THE YEAR 299,962 708,287


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

299,962

708,287

Total comprehensive income attributable to:
Owners of the parent 35,110 308,526
Non-controlling interests 264,852 399,761
299,962 708,287

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2023

2023 2022
Restated
Unaudited
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 5,781,717 3,113,018
Tangible assets 11 2,551,159 531,118
Investments 12 260 -
8,333,136 3,644,136

CURRENT ASSETS
Stocks 13 1,526 -
Debtors 14 4,189,080 2,120,482
Cash at bank and in hand 1,129,511 1,752,779
5,320,117 3,873,261
CREDITORS
Amounts falling due within one year 15 6,702,732 4,024,474
NET CURRENT LIABILITIES (1,382,615 ) (151,213 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,950,521

3,492,923

CREDITORS
Amounts falling due after more than one year 16 (3,790,959 ) (2,658,677 )

PROVISIONS FOR LIABILITIES 20 (610,312 ) (67,292 )
NET ASSETS 2,549,250 766,954

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION - continued
31 DECEMBER 2023

2023 2022
Restated
Unaudited
Notes £    £    £    £   
CAPITAL AND RESERVES
Called up share capital 21 200 180
Share premium 22 1,679,980 -
Revaluation reserve 22 18,905 36,779
Retained earnings 22 (36,422 ) 108,260
SHAREHOLDERS' FUNDS 1,662,663 145,219

NON-CONTROLLING INTERESTS 23 886,587 621,735
TOTAL EQUITY 2,549,250 766,954


The financial statements were approved by the Board of Directors and authorised for issue on 27 June 2024 and were signed on its behalf by:





Mr M S Bigley - Director


EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

COMPANY STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2023

2023 2022
Restated
Unaudited
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 - -
Investments 12 1 1
1 1

CURRENT ASSETS
Debtors 14 1,665,929 180

CREDITORS
Amounts falling due within one year 15 4,450 4,501
NET CURRENT ASSETS/(LIABILITIES) 1,661,479 (4,321 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,661,480

(4,320

)

CAPITAL AND RESERVES
Called up share capital 21 200 180
Share premium 22 1,679,980 -
Retained earnings 22 (18,700 ) (4,500 )
SHAREHOLDERS' FUNDS 1,661,480 (4,320 )

Company's loss for the financial year (14,200 ) (4,500 )

The financial statements were approved by the Board of Directors and authorised for issue on 27 June 2024 and were signed on its behalf by:





Mr M S Bigley - Director


EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023

Called up
share Retained Share
capital earnings premium
£    £    £   
Balance at 1 January 2022 180 (68,488 ) -

Changes in equity
Dividends - (131,778 ) -
Total comprehensive income - 308,526 -
180 108,260 -
Non-controlling interest arising on
business combination

-

-

-
Balance at 31 December 2022 180 108,260 -

Changes in equity
Issue of share capital 20 - 1,679,980
Dividends - (197,666 ) -
Total comprehensive income - 52,984 -
Balance at 31 December 2023 200 (36,422 ) 1,679,980
Revaluation Non-controlling Total
reserve Total interests equity
£    £    £    £   
Balance at 1 January 2022 36,779 (31,529 ) 76,034 44,505

Changes in equity
Dividends - (131,778 ) - (131,778 )
Total comprehensive income - 308,526 399,761 708,287
36,779 145,219 475,795 621,014
Non-controlling interest arising on
business combination

-

-

145,940

145,940
Balance at 31 December 2022 36,779 145,219 621,735 766,954

Changes in equity
Issue of share capital - 1,680,000 - 1,680,000
Dividends - (197,666 ) - (197,666 )
Total comprehensive income (17,874 ) 35,110 264,852 299,962
Balance at 31 December 2023 18,905 1,662,663 886,587 2,549,250

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 January 2022 180 (38,631 ) - (38,451 )
Prior year adjustment - 38,631 - 38,631
As restated 180 - - 180

Changes in equity
Total comprehensive income - (352,704 ) - (352,704 )
Balance at 31 December 2022 180 (352,704 ) - (352,524 )
Prior year adjustment - 348,204 - 348,204
As restated 180 (4,500 ) - (4,320 )

Changes in equity
Issue of share capital 20 - 1,679,980 1,680,000
Total comprehensive income - (14,200 ) - (14,200 )
Balance at 31 December 2023 200 (18,700 ) 1,679,980 1,661,480

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023 2022
Restated
Unaudited
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 1,380,258 2,221,215
Interest paid (362,303 ) (209,077 )
Interest element of hire purchase payments paid (49,221 ) (1,302 )
Tax paid (345,667 ) (146,320 )
Net cash from operating activities 623,067 1,864,516

Cash flows from investing activities
Purchase of intangible fixed assets (616,429 ) (325,286 )
Purchase of tangible fixed assets (141,258 ) (16,384 )
Purchase of fixed asset investments (260 ) -
Sale of tangible fixed assets 28,500 50,550
Sale of fixed asset investments - 17,759
Interest received 5,329 1,065
Net cash from investing activities (724,118 ) (272,296 )

Cash flows from financing activities
Loan repayments in year (675,980 ) (881,980 )
Capital repayments in year (641,368 ) (49,653 )
Amount introduced by directors 447 -
Amount withdrawn by directors - (19,112 )
Movement in group loans (18,394 ) (500 )
Cash acquired on takeover of businesses 694,956 539,043
Government grants received 95,645 -
Dividends paid to minority interests (197,666 ) (131,778 )
Net cash from financing activities (742,360 ) (543,980 )

(Decrease)/increase in cash and cash equivalents (843,411 ) 1,048,240
Cash and cash equivalents at beginning of
year

2

1,188,337

140,097

Cash and cash equivalents at end of year 2 344,926 1,188,337

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023


1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
2023 2022
Restated
Unaudited
£    £   
Profit before taxation 656,769 1,013,262
Depreciation charges 899,592 490,168
Profit on disposal of fixed assets (9,280 ) (35,272 )
Government grants (95,645 ) -
Finance costs 411,524 210,379
Finance income (5,329 ) (1,065 )
1,857,631 1,677,472
Increase in trade and other debtors (236,506 ) (189,430 )
(Decrease)/increase in trade and other creditors (240,867 ) 733,173
Cash generated from operations 1,380,258 2,221,215

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2023
31/12/23 1/1/23
£    £   
Cash and cash equivalents 1,129,511 1,752,779
Bank overdrafts (784,585 ) (564,442 )
344,926 1,188,337
Year ended 31 December 2022
31/12/22 1/1/22
Restated
Unaudited
£    £   
Cash and cash equivalents 1,752,779 140,097
Bank overdrafts (564,442 ) -
1,188,337 140,097


EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023


3. ANALYSIS OF CHANGES IN NET DEBT

Other
non-cash
At 1/1/23 Cash flow changes At 31/12/23
£    £    £    £   
Net cash
Cash at bank
and in hand 1,752,779 (623,268 ) 1,129,511
Bank overdrafts (564,442 ) (220,143 ) (784,585 )
1,188,337 (843,411 ) 344,926
Debt
Finance leases (116,622 ) 171,619 (1,179,204 ) (1,124,207 )
Debts falling due
within 1 year (717,933 ) (196,752 ) - (914,685 )
Debts falling due
after 1 year (2,566,957 ) (377,268 ) - (2,944,225 )
(3,401,512 ) (402,401 ) (1,179,204 ) (4,983,117 )
Total (2,213,175 ) (1,245,812 ) (1,179,204 ) (4,638,191 )

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023


4. ACQUISITION OF BUSINESS

During the year, the group acquired two new subsidiary companies. Assets and liabilities acquired in the companies were as follows:




Cost


Depreciation
and
amortisation


2023


2022
£ £ £ £
Intangible fixed assets 73,000 56,368 16,632 -
Tangible fixed assets 2,843,088 1,700,272 1,142,816 67,913
Stock 1,526 -
Trade and other debtors 1,815,989 921,074
Investments - 2,700
Cash at bank and in hand 694,956 539,043
Trade and other creditors (1,182,223 ) (1,079,009 )
Current taxation (293,258 ) (145,916 )
Hire purchase liabilities (469,749 ) (7,969 )
Deferred taxation (287,902 ) -
Minority interest in subsidiary - (45,9340 )
1,438,787 151,896
Goodwill 3,107,642 2,162,797
Investment in subsidiaries 4,546,429 2,314,693

The acquisitions were financed by:
Issue of share capital 1,680,000 -
Issue of loan notes 1,020,000 -
Bank loans 1,250,000 2,000,000
Cash 596,429 314,693
4,546,429 2,314,693

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023


1. STATUTORY INFORMATION

Emerge Global Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are prepared in sterling, which is the functional currency of the company and the group. Monetary amounts in these financial statements are rounded to the nearest £.

Basis of consolidation
In the group financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

The consolidated financial statements incorporate those of Emerge Group Ltd and all of its subsidiaries (entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Results are incorporated from the date that control passes.

All financial statements are made up to 31 December and all accounting policies are consistent across the parent and its subsidiaries.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation.

The group profit and loss account includes the consolidated results for all subsidiaries detailed in note 11 for the year.

Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volumed rebates.

Revenue from contracts for the provision of services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of the net assets acquired. It is initially recognised as an asset at cost. After initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite life and is amortised on a systematic basis over its expected life of 10 years which the directors believe is the period over which the acquisition will pay back the initial investment.

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

Intangible assets
Intangible assets acquired separately from a business are initially recognised at cost. Intangible assets acquired through business combinations are initially recognised at their fair value separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be measured reliably. After initial recognition, intangible fixed assets are measured at cost or fair value less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives as follows:
Customer contracts-4 years on cost
Computer software-4 years on cost

Tangible fixed assets
Tangible fixed assets are initially measured at cost. After initial recognition, tangible fixed assets are measured at cost less any accumulated depreciation and any accumulated impairment losses.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.
Short leasehold-10% on cost or over the life of the lease if shorter
Plant and machinery-25% on cost
Fixtures and fittings-25% on cost
Motor vehicles-27.5% on reducing balance
Computer equipment-25% on cost

The gain or loss arising on the disposal of an asset is determined as the difference between the disposal proceeds and the carrying value of the asset and is credited or charged to the income statement.

Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

Investments in subsidiaries
Investments in subsidiaries are initially recognised at cost and are subsequently recognised at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

Financial instruments
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts being 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.

Basic financial assets
Trade and other debtors, including accrued income, which are receivable within one year and which do not constitute a financing transaction are initially measured at the transaction price and are subsequently measured at amortised cost, being the transaction price less any amounts settled and any impairment losses.

Basic financial liabilities
Basic financial liabilities, including trade and other creditors, are initially measured at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost using the effective interest rate method.

Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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 statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

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 scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the services of the employee are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

3. EMPLOYEES AND DIRECTORS
2023 2022
Restated
Unaudited
£    £   
Wages and salaries 2,226,854 1,448,594
Social security costs 212,651 287,333
Other pension costs 125,819 89,805
2,565,324 1,825,732

The average number of employees during the year was as follows:
2023 2022
Restated
Unaudited

Employees and directors 82 53

2023 2022
Restated
Unaudited
£    £   
Directors' remuneration - -

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


4. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2023 2022
Restated
Unaudited
£    £   
Hire of plant and machinery 133,764 18,607
Depreciation - owned assets 222,102 204,500
Depreciation - assets on hire purchase contracts 201,915 5,617
Profit on disposal of fixed assets (9,280 ) (35,272 )
Goodwill amortisation 470,844 278,727
Customer contracts amortisation 2,083 -
Computer software amortisation 2,648 1,324
Auditors' remuneration 41,900 -
Auditors' remuneration for non audit work 19,600 -
Foreign exchange differences (4,749 ) (52,627 )
Government grants received (95,645 ) -

5. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
Restated
Unaudited
£    £   
Bank interest 21,865 -
Bank loan interest 340,438 207,936
Interest on taxation - 1,141
Hire purchase interest 49,221 1,302
411,524 210,379

6. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2023 2022
Restated
Unaudited
£    £   
Current tax:
UK corporation tax 101,689 253,060

Deferred tax 255,118 51,915
Tax on profit 356,807 304,975

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


6. TAXATION - continued

Reconciliation of total tax charge 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:

2023 2022
Restated
Unaudited
£    £   
Profit before tax 656,769 1,013,262
Profit multiplied by the standard rate of corporation tax in the UK of 23.520 %
(2022 - 19 %)

154,472

192,520

Effects of:
Expenses not deductible for tax purposes 15,205 2,110
Depreciation in excess of capital allowances 111,797 52,958
Adjustments to tax charge in respect of previous periods 14,917 -
Deferred tax assets not recognised 37,164 3,388
Change in rate of deferred taxation 23,252 53,999
Total tax charge 356,807 304,975

7. 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.


8. DIVIDENDS

Dividends paid represent interim dividends paid by subsidiary companies to non-controlling interests in those companies.

Seaspace International Forwarders Limited paid interim dividends of £197,666 (2022 - £131,778) on its ordinary B and ordinary C shares.

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


9. PRIOR YEAR ADJUSTMENT

Group
The company prior year adjustment detailed below has had no effect on the consolidated accounts as all misstatements were cancelled in the consolidation process.

Company
In prior years, the group's investment in subsidiary companies was incorrectly classified as goodwill and was amortised. In addition, the investment was disclosed as being held by Emerge Global Limited but the shares in Thaw Logistics Ltd, Berser International Cargo Services Limited and Seaspace International Forwarders Limited were held by Emerge Ecommerce Limited.

During the year, goodwill has been reclassified as investment in subsidiaries with the amortisation charges being cancelled for all periods and the investment has been transferred to Emerge Ecommerce Limited. Amortisation charges cancelled amounted to:
£
Year ended 31 December 2022 309,573
Year ended 31 December 2021 38,631
348,204

10. INTANGIBLE FIXED ASSETS

Group
Customer Computer
Goodwill contracts software Totals
£    £    £    £   
COST
At 1 January 2023 3,414,014 - 10,593 3,424,607
Additions 3,180,642 20,000 - 3,200,642
At 31 December 2023 6,594,656 20,000 10,593 6,625,249
AMORTISATION
At 1 January 2023 310,265 - 1,324 311,589
Amortisation for year 470,844 2,083 2,648 475,575
Amortisation on acquisition of
subsidiary companies

56,368

-

-

56,368

At 31 December 2023 837,477 2,083 3,972 843,532
NET BOOK VALUE
At 31 December 2023 5,757,179 17,917 6,621 5,781,717
At 31 December 2022 3,103,749 - 9,269 3,113,018

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


11. TANGIBLE FIXED ASSETS

Group
Fixtures
Short Plant and and
leasehold machinery fittings
£    £    £   
COST
At 1 January 2023 204,493 148,765 181,114
Additions 149,170 1,093,479 218,136
Disposals - (13,215 ) -
Reclassification/transfer - - (38,938 )
At 31 December 2023 353,663 1,229,029 360,312
DEPRECIATION
At 1 January 2023 204,493 140,214 171,642
Charge for year 433 191,861 28,900
Eliminated on disposal - (5,742 ) -
Depreciation on acquisition of
subsidiary companies

135,181

95,025

63,469

Reclassification/transfer - - (38,938 )
At 31 December 2023 340,107 421,358 225,073
NET BOOK VALUE
At 31 December 2023 13,556 807,671 135,239
At 31 December 2022 - 8,551 9,472

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


11. TANGIBLE FIXED ASSETS - continued

Group

Motor Computer
vehicles equipment Totals
£    £    £   
COST
At 1 January 2023 776,487 49,978 1,360,837
Additions 2,639,605 63,160 4,163,550
Disposals (195,285 ) - (208,500 )
Reclassification/transfer - 38,938 -
At 31 December 2023 3,220,807 152,076 5,315,887
DEPRECIATION
At 1 January 2023 273,658 39,712 829,719
Charge for year 197,747 5,076 424,017
Eliminated on disposal (183,538 ) - (189,280 )
Depreciation on acquisition of
subsidiary companies

1,367,596

39,001

1,700,272

Reclassification/transfer - 38,938 -
At 31 December 2023 1,655,463 122,727 2,764,728
NET BOOK VALUE
At 31 December 2023 1,565,344 29,349 2,551,159
At 31 December 2022 502,829 10,266 531,118

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


11. 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 1 January 2023 - - 38,516 38,516
Additions 892,098 75,170 1,985,561 2,952,829
Transfer to ownership - - (1,771,296 ) (1,771,296 )
At 31 December 2023 892,098 75,170 252,781 1,220,049
DEPRECIATION
At 1 January 2023 - - 5,617 5,617
Charge for year 167,226 13,190 21,499 201,915
Depreciation on acquisition of
subsidiary companies

-

-

1,000,287

1,000,287

Transfer to ownership - - (1,000,287 ) (1,000,287 )
At 31 December 2023 167,226 13,190 27,116 207,532
NET BOOK VALUE
At 31 December 2023 724,872 61,980 225,665 1,012,517
At 31 December 2022 - - 32,899 32,899

12. FIXED ASSET INVESTMENTS

Emerge Global Ltd holds 100% of the issued share capital in Emerge Ecommerce Limited.

Emerge Ecommerce Limited holds a controlling interest in:
Thaw Logistics Ltd - 100%
Berser International Cargo Services Limited - 70%
Seaspace International Forwarders Limited - 51%
Easycorp UK Ltd - 100%
Speed Welshpool Ltd - 100%

Seaspace International Forwarders Limited holds a controlling interest in:
Emerge (Leeds) Limited - 100%
Emerge (Midlands) Limited - 100%
Seaspace International Packers Limited - 100%

Emerge (Leeds) Limited, Emerge (Midlands) Limited and Seaspace International Packers Limited have been excluded from the consolidation due to the insignificant size of their activities.

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


13. STOCKS

Group
2023 2022
Restated
Unaudited
£    £   
Stocks 1,526 -

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
Restated Restated
Unaudited Unaudited
£    £    £    £   
Trade debtors 3,552,986 1,884,080 - -
Amounts owed by group undertakings 19,394 1,000 1,665,749 -
Other debtors 196,927 5,936 - -
Directors' loan accounts 180 627 180 180
Tax - 1,844 - -
Prepayments and accrued income 419,593 226,995 - -
4,189,080 2,120,482 1,665,929 180

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
Restated Restated
Unaudited Unaudited
£    £    £    £   
Bank loans and overdrafts (see note 17) 1,699,270 1,282,375 - -
Hire purchase contracts (see note 18) 277,473 24,902 - -
Trade creditors 2,075,754 1,613,562 - -
Amounts owed to group undertakings - - - 4,500
Tax 301,936 254,500 - -
Social security and other taxes 303,752 144,815 - -
Other creditors 1,110,105 494,005 - 1
Accruals 934,442 210,315 4,450 -
6,702,732 4,024,474 4,450 4,501

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


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

Group
2023 2022
Restated
Unaudited
£    £   
Bank loans (see note 17) 2,514,225 2,136,957
Other loans (see note 17) 430,000 430,000
Hire purchase contracts (see note 18) 846,734 91,720
3,790,959 2,658,677

17. LOANS

An analysis of the maturity of loans is given below:

Group
2023 2022
Restated
Unaudited
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts 784,585 564,442
Bank loans 914,685 717,933
1,699,270 1,282,375
Amounts falling due between one and two years:
Bank loans 891,799 1,377,649
Other loans 430,000 430,000
1,321,799 1,807,649
Amounts falling due between two and five years:
Bank loans 1,622,426 759,308

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2023 2022
Restated
Unaudited
£    £   
Gross obligations repayable:
Within one year 349,698 24,902
Between one and five years 1,099,578 91,720
1,449,276 116,622

Finance charges repayable:
Within one year 72,225 -
Between one and five years 252,844 -
325,069 -

Net obligations repayable:
Within one year 277,473 24,902
Between one and five years 846,734 91,720
1,124,207 116,622

19. SECURED DEBTS

The following secured debts are included within creditors:

Group
2023 2022
Restated
Unaudited
£    £   
Bank overdrafts 784,585 564,442
Bank loans 3,428,910 2,854,890
Hire purchase contracts 1,124,207 116,622
5,337,702 3,535,954

Bank loans and overdrafts are secured on fixed and floating charges over all property or undertaking of the company and the group.

Hire purchase liabilities are secured on the assets acquired thereunder.

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


20. PROVISIONS FOR LIABILITIES

Group
2023 2022
Restated
Unaudited
£    £   
Deferred tax 610,312 67,292

Group
Deferred
tax
£   
Balance at 1 January 2023 67,292
Charge to Income Statement during year 255,118
Acquisition of group members 287,902
Balance at 31 December 2023 610,312

21. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
NIL Ordinary £1 £1 - 180
2,000,000 Ordinary 0.01p 200 -
200 180

On 5 June 2023, 180 ordinary shares of £1 each were sub divided into 1,800,000 ordinary shares of 0.01p each.

On 27 October 2023, 200,000 ordinary shares of 0.01p each were issued fully paid for £8.40 per share in connection with the acquisition of Speed Welshpool Limited.

22. RESERVES

Group
Retained Share Revaluation
earnings premium reserve Totals
£    £    £    £   

At 1 January 2023 108,260 - 36,779 145,039
Profit for the year 35,110 35,110
Dividends (197,666 ) (197,666 )
Issue of shares - 1,679,980 - 1,679,980
Released during the year 17,874 - (17,874 ) -
At 31 December 2023 (36,422 ) 1,679,980 18,905 1,662,463

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


22. RESERVES - continued

Company
Retained Share
earnings premium Totals
£    £    £   

At 1 January 2023 (352,704 ) - (352,704 )
Prior year adjustment 348,204 348,204
(4,500 ) (4,500 )
Deficit for the year (14,200 ) (14,200 )
Issue of shares - 1,679,980 1,679,980
At 31 December 2023 (18,700 ) 1,679,980 1,661,280


23. NON-CONTROLLING INTERESTS

The company holds 70% of the issued share capital of Berser International Cargo Services Limited and 51% of the issued share capital of Seaspace International Forwarders Limited. The remaining shares in each company are owned by outside shareholders. The outside shareholdings are disclosed as non-controlling interests.

Movements on non-controlling interests are detailed in the consolidated statement of changes in equity.

24. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to directors subsisted during the years ended 31 December 2023 and 31 December 2022:

2023 2022
Restated
Unaudited
£    £   
M S Bigley
Balance outstanding at start of year 537 -
Amounts advanced - 537
Amounts repaid (447 ) -
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 90 537

R G Harris
Balance outstanding at start of year 90 90
Amounts repaid - -
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 90 90

EMERGE GLOBAL LTD (REGISTERED NUMBER: 11505885)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023


25. POST BALANCE SHEET EVENTS

As part of the group's growth plans and to establish a wider international presence, two new entities have been established in Hong Kong and Turkey, which commenced to trade during June 2024. During May 2024 the group acquired Britam Shipping Limited which has annual turnover of circa £20m and adjusted EBITDA of circa £1.8m.

To provide funding for the above growth plans, subsequent to the year end, the group has re-negotiated and re-financed its existing debt facilities. The new facility has significantly extended the group's available cashflow headroom and acquisition fund. The refinancing package has involved settling outstanding plant and machinery loans and repayment of amounts due to historical shareholders.