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Company No: 10994502 (England and Wales)

EMERGENT UK 3 LTD

Annual Report and Financial Statements
For the financial year ended 31 December 2023

EMERGENT UK 3 LTD

Annual Report and Financial Statements

For the financial year ended 31 December 2023

Contents

EMERGENT UK 3 LTD

COMPANY INFORMATION

For the financial year ended 31 December 2023
EMERGENT UK 3 LTD

COMPANY INFORMATION (continued)

For the financial year ended 31 December 2023
DIRECTORS Michael David Bender
Neal Jon Rider
REGISTERED OFFICE 12 Gough Square
London
EC4A 3DW
England
United Kingdom
COMPANY NUMBER 10994502 (England and Wales)
AUDITOR Gravita Audit ll Ltd
Aldgate Tower
2 Leman Street
London
E1 8FA
United Kingdom
EMERGENT UK 3 LTD

STRATEGIC REPORT

For the financial year ended 31 December 2023
EMERGENT UK 3 LTD

STRATEGIC REPORT (continued)

For the financial year ended 31 December 2023

The directors present their Strategic Report for the financial year ended 31 December 2023.

REVIEW OF THE BUSINESS

The Company's principal activity is that of a holding company.

The Company made a loss in the year of $53k (2022: $32k) due to no income from investments being received in the current year or prior year. The Company has net assets of $174.2m (2022: $150.4m) at the year end.

During the year the Company issued $23.9m (2022: $122.1m) in shares to its parent company and acquired a further $410.2m (2022: $122.1m) in shares in its subsidiaries.

KEY PERFORMANCE INDICATORS ('KPIS')

There are no key performance indicators (financial or non-financial) produced for the Company given its activity as an intermediate holding company.

FUTURE DEVELOPMENTS

There are no changes to the Company's principal activities expected in the next financial year.

Subsequent to the year end the Company's subsidiary, Emergent Latam Holdco Limited, either directly or via subsidiaries, made a number of acquisitions. Further details are provided in the post balance sheet event note to these financial statements.

SECTION 172 STATEMENT

The directors are fully aware of their duty to promote the success of the Company for the benefit of its members as a whole in accordance with section 172 of the Companies Act, and in doing so to have regard to the matters set out in section 172(1) (a) - (f).

The Board delegates day-to-day management and decision-making to its senior management team, but it maintains oversight of the Company's performance, and reserves to itself specific matters for approval. Then, by receiving regular updates on business performance, activities and objectives, the Board monitors that management is acting in accordance with agreed strategy. Processes are in place to ensure that the Board receives all relevant information to enable it to make well-judged decisions in support of the Company's long-term success.

ACHIEVING LONG-TERM VALUE FOR OUR SHAREHOLDERS

The Board recognises the critical importance of open dialogues and fair consideration of the Company's members. We communicate with our shareholders through our annual report and accounts and face-to-face meetings.

INVESTING IN PEOPLE

Our employees are the driving force behind our purpose and growth. Our success is driven by the talent and effort of our workforce. We recognise that interaction between the Board and senior management is crucial for maintaining the welfare of our people and future success. The Board holds regular meetings with senior management and in turn divisional heads are required to engage fully with their staff.

RELATIONSHIPS WITH SUPPLIERS, CUSTOMERS AND OTHERS

Our business relies on good relationships. Management is regularly briefed on new and existing client relationships. By nature, our business works in collaboration with our clients: we use agile processes and build business to better serve our client needs based on what they tell us. We have a zero tolerance approach to practices which are at odds with our values and culture, for example corruption and bribery. We are committed to acting ethically and with integrity in all business dealings.

THE ENVIRONMENT AND OUR COMMUNITIES

The Company is committed to minimising environmental risk and continual improvement of environmental performance through the Company's operations. The Board is updated regularly through routine formal and informal reporting. The Board considers the long-term impact of its operations as part of its sustainability strategy. The Board recognises the importance of contributing to the local community and considers it a vital part of achieving our purpose. A number of actions are in progress including (but not limited to) an assessment of our direct carbon footprint, a review of our active client and supplier base and standardisation of policies and procedures.

Approved by the Board of Directors and signed on its behalf by:

Michael David Bender
Director
12 Gough Square
London
EC4A 3DW
England
United Kingdom

24 September 2024

EMERGENT UK 3 LTD

DIRECTORS' REPORT

For the financial year ended 31 December 2023
EMERGENT UK 3 LTD

DIRECTORS' REPORT (continued)

For the financial year ended 31 December 2023

The directors present their annual report on the affairs of the Company, together with the financial statements and auditors’ report, for the financial year ended 31 December 2023.

PRINCIPAL ACTIVITIES

The principal activity of the Company during the financial year was that of a holding company.

GOING CONCERN

The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis in preparing the annual financial statements. Further details regarding the adoption of the going concern basis can be found in note 1 to the financial statements.

DIVIDENDS

There were no dividends paid in the year and the directors do not recommend payment of a final dividend (2022: $nil).

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company's activities expose it to a number of financial risks including credit risk, cash flow risk and liquidity risk. The exposure to these risks is mitigated given its activity as an intermediate holding company.

The Company does not use derivative financial instruments for speculative purposes.

DIRECTORS

The directors, who served during the financial year and to the date of this report except as noted, were as follows:

Michael David Bender
Neal Jon Rider

DISABLED EMPLOYEES

Applications for employment by disabled persons are always fully considered, bearing in mind the abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Company continues and that appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

EMPLOYEE CONSULTATION

The Company places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the Company. This is achieved through formal and informal meetings. Employee representatives are consulted regularly on a wide range of matters affecting their current and future interests.

ENERGY AND CARBON REPORT

The Company consumed less than 40,000 kWh of energy and hence is not required to make energy and carbon disclosures.

MATTERS COVERED IN THE STRATEGIC REPORT

See the Strategic Report for future developments, principal risks and uncertainties, and details of engagement with suppliers, customers and others.

AUDITOR

Each of the persons who is a director at the date of approval of this report confirms that:

* So far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and

* The director has taken all the steps that they ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.


Gravita Audit ll Ltd have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.



Approved by the Board of Directors and signed on its behalf by:

Michael David Bender
Director
12 Gough Square
London
EC4A 3DW
England
United Kingdom

24 September 2024

EMERGENT UK 3 LTD

DIRECTORS' RESPONSIBILITIES STATEMENT

For the financial year ended 31 December 2023
EMERGENT UK 3 LTD

DIRECTORS' RESPONSIBILITIES STATEMENT (continued)

For the financial year ended 31 December 2023

The directors are responsible 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), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. 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 financial period.

In preparing these financial statements, the directors are required to:
* Select suitable accounting policies and then apply them consistently;
* Make judgements and accounting estimates that are reasonable and prudent;
* State whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
* 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. The directors 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.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EMERGENT UK 3 LTD

For the financial year ended 31 December 2023

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EMERGENT UK 3 LTD (continued)

For the financial year ended 31 December 2023

Opinion

We have audited the financial statements of Emergent UK 3 Ltd for the financial year ended 31 December 2023, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity, the accounting policies, and the related notes 1 to 11, including 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 of Emergent UK 3 Ltd (the ‘Company’):
* Give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its loss for the financial year then ended;
* Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; 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)). 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 financial statements are authorised for issue.

However, because not all future events or conditions can be predicted this statement is not a guarantee as to the Company's ability to continue as a going concern.

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 other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. 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.

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.

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 Strategic Report and the Directors’ Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
* The Strategic Report and the 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 the 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 Director' Report. We have nothing to report in respect of the following matters in relation to which 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;

We have nothing to report in respect of these matters.

Responsibilities of directors

As explained more fully in the Directors’ Responsibilities Statement, 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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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:

We ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations. The laws and regulations applicable to the Company were identified through discussions with directors and other management, and from our commercial knowledge and experience of investment holding companies. Of these laws and regulations, we focused on those that we considered may have a direct material effect on the financial statements or the operations of the Company, including Companies Act 2006, taxation legislation, data protection, anti-bribery, anti-money-laundering, employment, environmental and health and safety legislation. The extent of compliance with these laws and regulations identified above was assessed through making enquiries of management and inspecting legal correspondence. The identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
* making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;
* considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and
* understanding the design of the Company’s remuneration policies.

To address the risk of fraud through management bias and override of controls, we:
* performed analytical procedures to identify any unusual or unexpected relationships;
* tested journal entries to identify unusual transactions;
* assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias; and
* investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
* agreeing financial statement disclosures to underlying supporting documentation;
* reading the minutes of meetings of those charged with governance;
* enquiring of management as to actual and potential litigation and claims; and
* reviewing correspondence with HMRC, relevant regulators and the Company’s legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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.

Paul Woosey FCA
For and on behalf of
Gravita Audit ll Ltd
Statutory Auditor

Aldgate Tower
2 Leman Street
London
E1 8FA
United Kingdom

25 September 2024

EMERGENT UK 3 LTD

PROFIT AND LOSS ACCOUNT

For the financial year ended 31 December 2023
EMERGENT UK 3 LTD

PROFIT AND LOSS ACCOUNT (continued)

For the financial year ended 31 December 2023
Note 2023 2022
$ $
Administrative expenses ( 53,411) ( 31,987)
Operating loss and loss before taxation ( 53,411) ( 31,987)
Tax on loss 5 0 0
Loss for the financial year ( 53,411) ( 31,987)
EMERGENT UK 3 LTD

BALANCE SHEET

As at 31 December 2023
EMERGENT UK 3 LTD

BALANCE SHEET (continued)

As at 31 December 2023
Note 2023 2022
$ $
Fixed assets
Investments 6 560,564,011 150,401,578
560,564,011 150,401,578
Creditors: amounts falling due within one year 7 ( 386,337,271) ( 31,988)
Net current liabilities (386,337,271) (31,988)
Total assets less current liabilities 174,226,740 150,369,590
Net assets 174,226,740 150,369,590
Capital and reserves 8
Called-up share capital 276 182
Share premium account 149,806,052 125,895,585
Profit and loss account 24,420,412 24,473,823
Total shareholder's funds 174,226,740 150,369,590

The financial statements of Emergent UK 3 Ltd (registered number: 10994502) were approved and authorised for issue by the Board of Directors on 24 September 2024. They were signed on its behalf by:

Michael David Bender
Director
EMERGENT UK 3 LTD

STATEMENT OF CHANGES IN EQUITY

For the financial year ended 31 December 2023
EMERGENT UK 3 LTD

STATEMENT OF CHANGES IN EQUITY (continued)

For the financial year ended 31 December 2023
Called-up share capital Share premium account Profit and loss account Total
$ $ $ $
At 01 January 2022 127 3,750,343 24,505,810 28,256,280
Loss for the financial year 0 0 ( 31,987) ( 31,987)
Total comprehensive loss 0 0 ( 31,987) ( 31,987)
Issue of share capital 55 122,145,242 0 122,145,297
At 31 December 2022 182 125,895,585 24,473,823 150,369,590
At 01 January 2023 182 125,895,585 24,473,823 150,369,590
Loss for the financial year 0 0 ( 53,411) ( 53,411)
Total comprehensive loss 0 0 ( 53,411) ( 53,411)
Issue of share capital 94 23,910,467 0 23,910,561
At 31 December 2023 276 149,806,052 24,420,412 174,226,740
EMERGENT UK 3 LTD

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2023
EMERGENT UK 3 LTD

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2023
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Emergent UK 3 Ltd (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 12 Gough Square, London, EC4A 3DW, England, United Kingdom.

The principal activities are set out in the Strategic Report.

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 (FRS 102) applicable in the UK and Republic of Ireland issued by the Financial Reporting Council and the requirements of the Companies Act 2006.

The financial statements are presented in USD which is the functional currency of the Company and rounded to the nearest $.

The Company meets the definition of a qualifying entity under FRS 102 as the Company is included the consolidated accounts of the ultimate parent company, Emergent Cold LatAm Holdings LLC. The Company has therefore taken advantage of the disclosure exemptions available to it. Exemptions have been taken in relation to share-based payments, financial instruments, presentation of a Cash Flow Statement and remuneration of key management personnel.

The Company has taken advantage of the exemption granted within Section 33 of FRS 102, which does not require disclosure of transactions between a subsidiary undertaking and other Group undertakings, as 100% of the Company's voting rights are controlled within the Group.

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The Company acts as a holding company and does not incur expenses and therefore the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Basis of consolidation

**Group accounts exemption s401**
The Company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the Company as an individual entity and not about its group.

The Company is a wholly owned subsidiary of Emergent Cold US 2 LLC and the results of the Company are included in the consolidated financial statements of Emergent Cold LatAm Holdings LLC which are available from the registered office, being 27 Hospital Road, George Town, Grand Cayman, KY-9008, Cayman Islands.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Taxation

*Current tax*
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

*Deferred tax*
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the company reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised 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. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

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 recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured 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.

A subsidiary is an entity controlled by the Company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the Company holds a long-term interest and where the Company has significant influence. The Company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the Company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

2. Critical accounting judgements and key sources of estimation uncertainty

In the application of the Company’s accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the financial year in which the estimate is revised if the revision affects only that period, or in the financial year of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying the Company’s accounting policies

The directors do not consider that any critical judgements have been made in the application of the Company's accounting policies that have a significant risk of causing a material misstatement to the carrying amount of assets and liabilities within the financial year.

Key source of estimation uncertainty – impairment of investments in financial assets

The company periodically evaluates the recoverability of investments in subsidiaries whenever indicators of impairment are present. Indicators of impairment include such items as declines in revenues, earnings or cash flows or material adverse changes in the economic or political stability of a particular country, which may indicate that the carrying amount of an asset is not recoverable. If facts and circumstances indicate that investment in subsidiaries may be impaired, the estimated future undiscounted cash flows associated with these subsidiaries would be compared to their carrying amounts to determine if a write-down to fair value is necessary.

3. Auditor's remuneration

An analysis of the auditor's remuneration is as follows:

2023 2022
$ $
Fees payable to the Company’s auditor and its associates for the audit of the Company's annual financial statements: 38,206 20,513
Total audit fees 38,206 20,513
Other services 12,149 8,910
Total non-audit fees 12,149 8,910

4. Staff number and costs

2023 2022
Number Number
The average monthly number of employees (including directors) was:
Directors 2 2

There are no employees other than the directors of the Company (2022: none). No remuneration was paid to the directors of the Company during the year (2022: none) by the the Company or by its subsidiaries.

5. Tax on loss

2023 2022
$ $
Current tax on loss
UK corporation tax 0 0
Total current tax 0 0
Total tax on loss 0 0

The Finance Act 2021, which was substantively enacted on 24 May 2021, included an increase to the UK Corporation Tax rate (effective from 1 April 2023) to 25% (for companies with profits over £250,000) and continues to be 19% (for companies with profits of £50,000 or less). Companies with profits between £50,000 and £250,000 pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective Corporation Tax rate.

Tax reconciliation

The tax assessed for the year is higher than (2022: higher than) the standard rate of corporation tax in the UK:

2023 2022
$ $
Loss before taxation (53,411) (31,987)
Tax on loss at standard UK corporation tax rate of 19.00% (2022: 19.00%) ( 10,148) ( 6,078)
Effects of:
Change in unrecognised deferred tax assets 10,148 6,078
Total tax charge for year 0 0

6. Fixed asset investments

Investments in subsidiaries

2023
$
Cost
At 01 January 2023 150,401,578
Additions 410,162,433
At 31 December 2023 560,564,011
Carrying value at 31 December 2023 560,564,011
Carrying value at 31 December 2022 150,401,578

Additions in the year relate to further acquisitions of share capital in the subsidiaries, Emergent MX Holdco Ltd and Emergent LatAm Holdco Limited.

Investments in shares

Name of entity Registered office Principal activity Class of
shares
Ownership
31.12.2023
Ownership
31.12.2022
Emergent MX Holdco Ltd 12 Gough Square, London, England, EC4A 3DW Holding company Ordinary 100.00% 100.00%
Emergent LatAm Holdco Limited 12 Gough Square, London, England, EC4A 3DW Holding company Ordinary 100.00% 100.00%
Emergent MX Holdco 2 Ltd* 12 Gough Square, London, England, EC4A 3DW Holding company Ordinary 100.00% 100.00%
Avner Perry S.A.* Mañanitas, Ave. José María Torrijos, Edificio Galores, Panama Storage and distribution Ordinary 100.00% 100.00%
Galores Refrigerados S.A.* Mañanitas, Ave. José María Torrijos, Edificio Galores, Panama Storage and distribution Ordinary 100.00% 100.00%
Galores Logística S.A.* Mañanitas, Ave. José María Torrijos, Edificio Galores, Panama Storage and distribution Ordinary 100.00% 100.00%
Emergent Cold Peru S.A.C.# Calle German Schereiber NRO. 276 INT. 240 URB. Santa Ana- San Isidro, Peru Storage and distribution Ordinary 100.00% 100.00%
ECLA Brazil Holdings Ltda* Rua das Zinias, nº 100, Bairro: Cidade Jardim, CEP 05675-160, Brazil Holding company Ordinary 100.00% 100.00%
Emergent Cold Chile Dos SpA* Isidora Goyenechea 2800, office 1500, Commune of Las Condes, Chile Holding company Ordinary 100.00% 100.00%
Tamiley S.A*. Camino Cibils 6224. Montevideo, Uruguay Storage and distribution Ordinary 100.00% 100.00%
Frigorifico Metropolitano S.A.S. (formerly Emergent Cold Colombia S.A.S.)* BRR DOB Calzada Buga-Palmira Costad Oriental, Vale del Cauca 76 - Guadalajara de Buga, Colombia Storage and distribution Ordinary 100.00% 100.00%
Logistica Fria Guatemala S.A.# Kilometro 36.67 Boulevard Interior Mega Paca Finca el Llano, Palín Escuintla, Guatemala Storage and distribution Ordinary 100.00% 100.00%
Frio Guatemala S.A. (Guatemala)# Kilometro 36.67 Boulevard Interior Mega Paca Finca el Llano, Palín Escuintla, Guatemala Storage and distribution Ordinary 100.00% 100.00%
Emergent Cold Ecuador S.A.S.* Km. 4.5 vía Durán - Tambo, Ecuador Storage and distribution Ordinary 100.00% 100.00%
Emergent Cold Dominicana S.A.S.# DP Word Caucedo, Nave 6A, 132- 58941-6, Dominican Republic Storage and distribution Ordinary 100.00% 100.00%
Emergent Cold Mexico Holdings SRL de CV# Av Paseo de las Palmas, 405, 11000, Lomas de Chapultepec I Seccion - Miguel Hidalgo - Ciudad de Mexico, Mexico Storage and distribution Ordinary 100.00% 100.00%
Emergent Cold Logstics S.R.L.# Calle German Schereiber NRO. 276 INT. 240 URB. Santa Ana- San Isidro, Peru Storage and distribution Ordinary 100.00% 100.00%
Frigorífico Pacifico S.A.* Avda Gran Bretana 1125 Talcahuano, Chile Storage and distribution Ordinary 100.00% 100.00%
Martini Meat S/A – Armazéns Gerais* Rod BR-277, 5709 - Colonia Santa Rita - 83.209-715, Brazil Storage and distribution Ordinary 100.00% 100.00%
MRV Armazéns e Logistica Ltda.* Anel Rodoviário s/n - Tabai - Nova Santa Rita - RS, Brazil Storage and distribution Ordinary 100.00% 100.00%
Friotrans Colombia S.A.S.* Via Anillo Vial Florida Giron Km 3 6, Santander - Giron, Colombia Storage and distribution Ordinary 100.00% 100.00%
Bajo Cero Frigoríficos SA de CV# L norte Ca Cam Malvas, KM 4, 36547, Malvas - Irapuato - Guanajuato, Mexico Storage and distribution Ordinary 100.00% 100.00%
OLMO L.P.* 11100 Santa Monica / Blvd, Los Angeles, California, 90025 Holding company Ordinary 100.00% 0.00%
Emergent Cold Chile Holdings SpA* Isidoro Goyenechea, Santiago Chile Holding company Ordinary 100.00% 0.00%
Frigorifico Modelo PY S.A.* Tomas Gomensoro 2906, Uruguay Storage and distribution Ordinary 100.00% 0.00%
Telecar S.A.S* Camino Bajo de la Petiza 5308, Uruguay Storage and distribution Ordinary 100.00% 0.00%
Emergent Cold São Paulo Holdings Ltda.* Rua do Rocio, 291 1o andar – São Paulo Holding company Ordinary 100.00% 0.00%
Emergent Monterrey Real Estate Holdings S. de R.L. de C.V.* Paseo De Las Palmas, 405 Ciudad de Mexico Storage and distribution Ordinary 100.00% 0.00%
ECLA Brazil Finance Holdings Ltda.* Rua do Rocio, 291 – São Paulo Holding company Ordinary 100.00% 0.00%
ECLA Chile Finance Holdings SpA.* Isidora Goyenechea, Santiago Holding company Ordinary 100.00% 0.00%
Emergent Cold Bogotá Holdco S.A.S.* CL 70, n 4 41 Bogota  Holding company Ordinary 100.00% 0.00%
ECLA Colombia Finance Holdings S.A.S.* CL 70, n 4 41 Bogota  Holding company Ordinary 100.00% 0.00%
ECLA Mexico Finance Holdings, SRL de CV# Av Paseo De Las Palmas, Ciudad del mexico Holding company Ordinary 100.00% 0.00%
Emergent Cold Chile Tres SpA* Isidoro Goyenechea, Santiago Chile Holding company Ordinary 100.00% 0.00%
Basal Monterrey SA de CV# 11100 Santa Monica / Blvd, Los Angeles, California, 90025 Storage and distribution Ordinary 100.00% 0.00%
Activos de Almacenje y Refrigeracion SA de CV# 11100 Santa Monica / Blvd, Los Angeles, California, 90025 Storage and distribution Ordinary 100.00% 0.00%
SKM Empreendimentos e Participações S.A* Avenida Nações Unidas, 14261. São Paulo Brasil Storage and distribution Ordinary 100.00% 0.00%
Empresas Multifrigo SPA* Americo Vespucio, 1473, Maipu, Santiago de Chile Storage and distribution Ordinary 100.00% 0.00%
Multifrigo Valparaiso SpA* Isidora Goyenechea, Santiago Storage and distribution Ordinary 100.00% 0.00%
Multifrigo Casablanca SpA* F852 4621, Lo Vásquez,  Casablanca, Valparaíso Storage and distribution Ordinary 100.00% 0.00%
Multifrigo El Olivo SpA* Cam. El Olivo 33, Maipú, Región  Metropolitana Storage and distribution Ordinary 100.00% 0.00%
Hook Chile S.A* Av. El Bosque Norte 211, of 450, Las Condes, Frigorifico del Puerto, Chile Storage and distribution Ordinary 100.00% 0.00%
Frigorificos del Puerto S.A.* Los Aromos, Agua Buena 365,  San Antonio, Valparaíso Storage and distribution Ordinary 100.00% 0.00%
Frigorificos Puerto Varas S.A.* Panamericana Sur Km. 1012,  Barrio Industrial, Puerto Varas Storage and distribution Ordinary 100.00% 0.00%

*Held indirectly.
#0.01% held directly, 99.99% held indirectly.

7. Creditors: amounts falling due within one year

2023 2022
$ $
Amounts owed to Group undertakings (note 9) 1 1
Amounts owed to Parent undertakings (note 9) 386,251,872 0
Accruals 85,398 31,987
386,337,271 31,988

Amounts owed to Group and Parent undertakings are repayable on demand and do not bear interest.

8. Called-up share capital and reserves

2023 2022
$ $
Allotted, called-up and fully-paid
224 Ordinary shares of £ 1.00 each (2022: 148 shares of £ 1.00 each) 276 182
Presented as follows:
Called-up share capital presented as equity 276 182

Reconciliation

A reconciliation of the number of shares outstanding at the beginning and at the end of the financial year is presented below:

2023 2022
Ordinary shares numbers Ordinary shares numbers
At 01 January 2023 148 101
Issued during the year 76 47
At 31 December 2023 224 148

During the year, 76 ordinary shares were issued with an aggregate nominal value of £76 ($94). Consideration of £18,915,985 ($23,910,561) was received in respect of this allotment.

During the prior year, 47 ordinary shares were issued with an aggregate nominal value of £47 ($55). Consideration of £99,663,492 ($122,145,297) was received in respect of this allotment.

The Company's other reserves are as follows:

The share premium reserve contains the premium arising on issue of equity shares, net of issue expenses.

The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.

9. Related party transactions

The Company has availed of the exemption provided in FRS 102 Section 33 Related Party Disclosures not to disclose transactions entered into with fellow group companies that are wholly owned within the group of companies of which the Company is a wholly owned member.

10. Events after the Balance Sheet date

Subsequent to the year end the Company made the following acquisitions via its subsidiary, Emergent LatAm Holdco Limited. All acquisitions have a principal activity related to logistics and cold storage.

- On 30 January 2024, the Group acquired Red Polar S.A.S for consideration of $24.2m.

- On 31 January 2024, the Group acquired Emergent Cold Rio Holding Ltda for consideration of BRL 246m.

11. Controlling party

In the opinion of the directors there is no ultimate controlling party.

The immediate parent undertaking is Emergent Cold US 2 LLC, a company registered in Delaware, USA with the registered office address of Corporation Trust Center 1209 Orange St, Wilmington, DE 19801.

The ultimate parent undertaking is Emergent Cold LatAm Profits LLC, registered in the Cayman Islands.

The largest and smallest group in which the Company is a member and which prepares consolidated accounts including the Company is Emergent Cold LatAm Holdings LLC and financial statements are available from the registered office 27 Hospital Road, George Town, Grand Cayman, KY-9008, Cayman Islands.