Company registration number 14223457 (England and Wales)
HAVEN VENTURES LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
HAVEN VENTURES LTD
CONTENTS
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 11
HAVEN VENTURES LTD
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
as restated
Notes
£
£
£
£
Non-current assets
Investments
4
21,620,235
27,668,660
Current and non-current assets
Trade and other receivables
6
10,804,728
1,119,134
Current liabilities
7
(702,567)
(1,031,115)
Net assets
10,102,161
88,019
Total assets less current liabilities
31,722,396
27,756,679
Non-current liabilities
7
(1,672,120)
(1,922,262)
Net assets
30,050,276
25,834,417
Equity
Called up share capital
10
10,000
10,000
Capital contribution reserve
11
16,780,558
4,207,284
Merger reserve
12
21,611,507
21,611,507
Retained earnings
(8,351,789)
5,626
Total equity
30,050,276
25,834,417
The directors of the company have elected not to include a copy of the income statement within the financial statements.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 12 March 2025 and are signed on its behalf by:
2025-03-12
R A Hunter
Director
Company registration number 14223457 (England and Wales)
HAVEN VENTURES LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Capital contribution reserve
Merger reserve
Retained earnings
Total
Notes
£
£
£
£
£
Balance at 8 July 2022
-
-
-
(5,486,767)
(5,486,767)
Prior period error
-
-
-
5,486,767
5,486,767
As restated
-
-
-
-
Period ended 31 December 2022:
Profit and total comprehensive income
-
-
-
5,626
5,626
Transactions with owners:
Issue of share capital
10
10,000
-
-
-
10,000
Other reserves increase
-
4,207,284
21,611,507
25,818,791
Balance at 31 December 2022
10,000
4,207,284
21,611,507
5,626
25,834,417
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
-
(8,357,415)
(8,357,415)
Transactions with owners:
Transfer to other reserves
-
12,573,274
-
12,573,274
Balance at 31 December 2023
10,000
16,780,558
21,611,507
(8,351,789)
30,050,276
HAVEN VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information
Haven Ventures Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Headways Newmarket Lane, Stanley, Wakefield, West Yorkshire, WF3 4FE. The company's principal activities and nature of its operations is that of an investment holding company.
1.1
Reporting period
The financial statements have been prepared for year ended 31 December 2023, with comparative information for period from 8 July 2022 (date of incorporation) to 31 December 2022. As the prior period is shorter than 12 months, certain amounts presented in the financial statements may not be directly comparable. The company will continue to prepare financial statements on an annual basis going forward.
1.2
Accounting convention
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Reporting Framework (FRS 101), These are the first financial statements prepared in accordance with FRS 101, the company having previously prepared its financial statements in accordance with FRS 105. There are no changes as a result of the transition.
However, in preparing these financial statements, a number of material accounting errors were noted in the prior period financial statements. A summary of the errors and the necessary prior period adjustments are shown in note 19.
The financial statements are prepared in sterling, which is the presentation currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company meets the definition of a qualifying entity under FRS 101 Reduced Disclosure Framework. These financial statements for the year ended 31 December 2023 are the first financial statements of Haven Ventures Ltd prepared in accordance with FRS 101. The company transitioned from FRS 105 requirements to FRS 101 for all periods presented and the date of transition to FRS 101 was 8 July 2022.
As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS
inclusion of an explicit and unreserved statement of compliance with IFRS;
presentation of a statement of cash flows and related notes;
disclosure of the objectives, policies and processes for managing capital;
disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;
comparative period reconciliations for the number of shares outstanding
disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;
comparative narrative information; and
for financial instruments measured at fair value and within the scope of IFRS 13, the valuation techniques and inputs used to measure fair value, the effect of fair value measurements with significant unobservable inputs on the result for the period and the impact of credit risk on the fair value.
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.
Haven Ventures Ltd is a wholly owned subsidiary of Haven Ventures B.V, and the results of Haven Ventures Ltd are included in the consolidated financial statements of Haven Ventures B.V. which are available from the Netherlands Chamber of Commerce (KVK) at https://www.kvk.nl/en/.
HAVEN VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.3
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Non-current investments
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.
Interests in subsidiaries 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 reversal are recognised immediately in profit or loss.
1.5
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. Loans and receivables are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Impairment of financial assets
Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.6
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
HAVEN VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.
1.8
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
1.9
Capital contributions received from the parent company or other group entities are recognized as a component of equity when there is no obligation to repay the amount contributed. Such contributions are measured at fair value at the date of receipt. Capital contributions are recorded within a specific capital contribution reserve in equity, separate from share capital and retained earnings. These contributions do not impact the company's profit or loss. Capital contributions are not remeasured after initial recognition and remain within equity unless a specific transaction requires reclassification. No amortisation or future repayment is required, except in cases where contractual terms specify otherwise.
1.10
A merger reserve arises in business combinations accounted for under the merger accounting method where shares are issued at a value different from nominal value. The reserve represents the difference between the nominal value of the shares issued and the net assets acquired. The reserve is recorded within other reserves in equity and is non-distributable. It remains within equity unless reclassified under specific circumstances, such as upon disposal of the related subsidiary. The merger reserve remains unchanged after initial recognition unless a reclassification or capital reduction is undertaken, subject to legal and accounting requirements. It is not amortised but may be adjusted in accordance with the group’s restructuring transactions.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
3
3
3
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2023
2022
£
£
In respect of:
Investments in subsidiaries
6,048,425
-
Recognised in:
Other gains and losses
6,048,425
-
HAVEN VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Impairments
(Continued)
- 6 -
4
Investments
Current
Non-current
2023
2022
2023
2022
£
£
£
£
Investments in subsidiaries
-
-
21,620,235
27,668,660
Fair value of financial assets carried at amortised cost
As of 31 December 2022, the carrying value of the investment in CtrlChain Holding B.V. (Former name: ChainCargo Holding B.V.) exceeded its recoverable amount. As a result, the investment has been fully impaired and the adjustment is included in the prior period adjustments note 19.
Movements in non-current investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 & 31 December 2023
27,668,660
Impairment
At 1 January 2023
-
Impairment losses
(6,048,425)
At 31 December 2023
(6,048,425)
Carrying amount
At 31 December 2023
21,620,235
At 31 December 2022
27,668,660
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Haven Ventures Holding I B.V.
Gravinnen Van Nassaublvd 105, 4811, Breda, Netherlands
Ordinary
100.00
Haven Ventures Holding II B.V.
Gravinnen Van Nassaublvd 105, 4811, Breda, Netherlands
Ordinary
100.00
Haven Ventures Holding III B.V.
Gravinnen Van Nassaublvd 105, 4811, Breda, Netherlands
Ordinary
100.00
CtrlChain Holding B.V. (Former name: ChainCargo Holding B.V.)
Fellenoord 51, 5612 Aa Eindhoven, Netherlands
Ordinary
60.00
HAVEN VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
6
Trade and other receivables
Current
Non-current
2023
2022
2023
2022
£
£
£
£
Amounts owed by subsidiary undertakings
5,653,334
86,711
5,151,394
Amounts owed by related parties
-
1,032,423
-
-
5,653,334
1,119,134
5,151,394
-
7
Liabilities
Current
Non-current
2023
2022
2023
2022
Notes
£
£
£
£
Borrowings
8
376,643
768,993
1,672,120
1,922,262
Trade and other payables
9
325,924
262,122
702,567
1,031,115
1,672,120
1,922,262
8
Borrowings
Current
Non-current
2023
2022
2023
2022
£
£
£
£
Borrowings held at amortised cost:
Other loans
376,643
768,993
1,672,120
1,922,262
The balances relate to vendor loans and represent amounts that are due to the sellers of the subsidiary acquired in 2022, CtrlChain Holding B.V. (Former name: ChainCargo Holding B.V.). The loans bear interest at 5% per annum and repayable in quarterly instalments. In the event of late payment, the unpaid amount bears a compounded default interest rate of 2% per annum, as of the day of default until the day of full payment. The last payment, including any accrued interest and interest on late payment is due on 31 December 2028.
9
Trade and other payables
2023
2022
£
£
Trade payables
29,821
Amounts owed to subsidiary undertakings
325,837
Accruals and deferred income
199,122
Other payables
87
33,179
325,924
262,122
10
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
of £1 each
10,000
10,000
10,000
10,000
HAVEN VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Share capital
(Continued)
- 8 -
11
Capital contribution reserve
2023
2022
£
£
At the beginning of the year
4,207,284
-
Additions
12,573,274
4,207,284
At the end of the year
16,780,558
4,207,284
Amounts of £7,854,466 and £4,718,808 were contributed by NewCold Holdings LLC, the parent company, on 6 March 2023 and 12 May 2023, respectively. These are recorded in the capital contribution reserve.
12
Merger reserve
2023
2022
£
£
At the beginning of the year
21,611,507
-
Additions
-
21,611,507
At the end of the year
21,611,507
21,611,507
On 19 December 2022, Haven Ventures Ltd. acquired the shares in Haven Ventures Holding I B.V. from NewCold Coöperatief U.A., a related party, for a consideration of £8,640. The book value of Haven Ventures Holding I B.V. amounted to £21,620,146. Merger Relief (s612 CA 2006) was applied accordingly a merger reserve of the £21,611,507 was recognised.
13
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Luke Metson
Date of audit report:
12 March 2025
14
Related party transactions
Interest income
2023
2022
£
£
Subsidiaries
214,056
-
HAVEN VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
14
Related party transactions
(Continued)
- 9 -
2023
2022
Amounts due to related parties
£
£
Subsidiaries
325,837
At the year end, the company owed £274,425 (2022: £nil) to Haven Ventures Holding I B.V., its fully owned subsidiary.
At the year end, the company owed £51,412 (2022: £nil) to Haven Ventures Holding III B.V., its fully owned subsidiary.
The above balances are unsecured, interest free and repayable on demand.
2023
2022
Amounts due from related parties
£
£
Subsidiaries
10,804,728
1,119,134
At the year end, the company was owed £2,163,923 (2022: £nil) by Haven Ventures Holding I B.V., its fully owned subsidiary.The balance is unsecured, interest free and repayable on demand.
At the year end, the company was owed £2,752,150 (2022: £nil) by Haven Ventures Holding II B.V., its fully owned subsidiary. The balance is unsecured, interest free and repayable on demand.
At the year end, the company was owed £737,261 (2022: £86,745) by Haven Ventures Holding III B.V., its fully owned subsidiary. The balance is unsecured, interest free and repayable on demand.
At the year end, the company was owed £5,151,394 (2022: £1,032,389) by CtrlChain Holding B.V. (Former name ChainCargo Holding B.V), its 60% owned subsidiary. The loan bears interest at 5% compounded daily and is repayable on 31 December 2025. The interest charged for the year amounted to £214,056. In the current year, a provision of £2,312,974 has been recognised in the income statement.
15
Controlling party
The company's parent is Haven Ventures B.V, a company incorporated in Netherlands. The registered address is Gravinnen Van Nassaublvd 105, 4811, Breda.
The company's ultimate and controlling party is WCP NewCold II. L.P. The registered address is 300 Atlantic Street, Suite 1110, Stamford CT 06901, United States.
16
Prior period adjustments
HAVEN VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
16
Prior period adjustments
(Continued)
- 10 -
Reconciliation of equity
At 31 December 2022
Previously reported
Prior year adjustment
As restated
£
£
£
Non-current assets
Goodwill
3,858,073
(3,858,073)
-
Other intangibles
1,173,314
(1,173,314)
-
Investments
17,291,758
10,376,902
27,668,660
22,323,145
5,345,515
27,668,660
Current assets
Trade and other receivables due within one year
86,711
1,032,423
1,119,134
86,711
1,032,423
1,119,134
Creditors due within one year
Borrowings
(777,630)
8,637
(768,993)
Other payables
(262,122)
-
(262,122)
(1,039,752)
8,637
(1,031,115)
Net current assets
(953,041)
1,041,060
88,019
Total assets less current liabilities
21,370,104
6,386,575
27,756,679
Creditors due after one year
Borrowings
(1,922,256)
(6)
(1,922,262)
Other payables
(260,874)
260,874
-
(2,183,130)
260,868
(1,922,262)
Provisions for liabilities
Deferred tax
(314,991)
314,991
-
(314,991)
314,991
-
Net assets
18,871,983
6,962,434
25,834,417
HAVEN VENTURES LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
16
Prior period adjustments
At 31 December 2022
Previously reported
Prior year adjustment
As restated
£
£
£
(Continued)
- 11 -
Equity
Share capital
(4,119,270)
4,109,270
(10,000)
Share premium
(21,698,217)
21,698,217
-
Currency reserve
423,830
(423,830)
-
Capital contribution
-
(4,207,284)
(4,207,284)
Merger reserve
-
(21,611,507)
(21,611,507)
Retained earnings
5,486,767
(5,486,767)
-
Profit and loss
1,034,907
(1,040,533)
(5,626)
Total equity
(18,871,983)
(6,962,434)
(25,834,417)
Notes to reconciliations
The financial statements for the period ended 31 December 2022 included a number of material accounting errors. The corresponding amounts for the period have therefore been restated to correct those errors. The material adjustments are summarised as follows:
Intangible assets of value £5,031,387 consisting of customer relationships, goodwill and patents acquired on business combination were recorded on the balance sheet. These assets should not be recorded in the unconsolidated financial statements and therefore, a restatement has been made to re-present the assets as part of the investments and to reverse the amortisation charge.
A loan receivable from a subsidiary of €1,179,012 had not been correctly recorded. It was initially recorded as £1,001,871 within investments. A restatement has been made to re-present the loan in other receivables and retranslate it at the closing spot rate to £1,032,389.
The closing 2022 investment figures included a variety of adjustments which were incorrect. The share of losses of the subsidiaries of £704,199 was included in the investment in error. Other adjustments totalling £9,672,704 were included in investments in error. Part of these adjustments was loan to subsidiaries of £1,001,871 noted above. The remaining adjustments were for recording an impact of participation in its subsidiaries and a retained loss of an acquired trading subsidiary of £5,486,767. A restatement has been made to correct the brought forward retained loss to £nil and adjust the investments to the correct cost.
An investment was acquired in a share for share exchange. The excess of the fair value of the investment of £21,611,507 was incorrectly recorded as share premium. The provisions of section 612 Companies Act 2006 apply and this excess has been re-presented as an other reserve (merger reserve).
Included in the 2022 liabilities is an earn out provision of £261,084 in respect of an investment. The conditions to record this obligation were not met and therefore, an adjustment is made derecognise the liability.
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