| REGISTERED NUMBER: |
| UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| PANGAEA TWO ACQUISITION HOLDINGS XXIIA |
| LIMITED |
| REGISTERED NUMBER: |
| UNAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 |
| FOR |
| PANGAEA TWO ACQUISITION HOLDINGS XXIIA |
| LIMITED |
| PANGAEA TWO ACQUISITION HOLDINGS XXIIA |
| LIMITED (REGISTERED NUMBER: 11309240) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Page |
| Company information | 1 |
| Balance sheet | 2 |
| Notes to the financial statements | 3 |
| PANGAEA TWO ACQUISITION HOLDINGS XXIIA |
| LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Directors: |
| Secretary: |
| Registered office: |
| Registered number: |
| Accountants: |
| First Floor, Templeback |
| 10 Temple back |
| Bristol |
| BS1 6FL |
| PANGAEA TWO ACQUISITION HOLDINGS XXIIA |
| LIMITED (REGISTERED NUMBER: 11309240) |
| BALANCE SHEET |
| 31 DECEMBER 2024 |
| 2024 | 2023 |
| Notes | $ | $ |
| FIXED ASSETS |
| Investments | 4 |
| CURRENT ASSETS |
| Debtors | 5 |
| CREDITORS |
| Amounts falling due within one year | 6 | ( |
) | ( |
) |
| NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital |
| Revaluation reserve | 7 |
| Other reserves |
| Retained earnings | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS |
| The directors acknowledge their responsibilities for: |
| (a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
| (b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| PANGAEA TWO ACQUISITION HOLDINGS XXIIA |
| LIMITED (REGISTERED NUMBER: 11309240) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Pangaea Two Acquisition Holdings XXIIA Limited is a |
| The company’s functional and presentational currency is US Dollars (USD) and the financial statements have been rounded to the nearest Dollar ($). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Preparation of consolidated financial statements |
| The financial statements contain information about Pangaea Two Acquisition Holdings XXIIA Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements. |
| Investments in subsidiaries and associates |
| Investments in subsidiaries and associates are held at fair value with increases recognised in other comprehensive income. |
| A decrease in revaluation is recognised in other comprehensive income to the extent of any previous recognised revaluation increase. If a revaluation decrease exceeds the accumulated revaluation gains recognised in other comprehensive income, the excess shall be recognised in profit and loss. |
| A revaluation of subsidiaries and associates is carried out annually using the share values of the investments they hold to determine their value. |
| Financial instruments |
| The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments. |
| Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument. |
| Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
| Classification of financial liabilities |
| Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. |
| Basic financial liabilities |
| Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price. |
| Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are initially recognised at transaction price. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| PANGAEA TWO ACQUISITION HOLDINGS XXIIA |
| LIMITED (REGISTERED NUMBER: 11309240) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into US Dollars at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into US Dollars at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Going concern |
| The financial statements have been prepared using the going concern basis. The group will continue to support the company financially for at least twelve months from the date of the directors' report. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was NIL (2023 - NIL). |
| 4. | FIXED ASSET INVESTMENTS |
| Shares in |
| group | Interest in |
| undertakings | associate | Totals |
| $ | $ | $ |
| Cost or valuation |
| At 1 January 2024 | 181,386,431 |
| Revaluations | ( |
) | (79,504,610 | ) |
| At 31 December 2024 | 101,881,821 |
| Provisions |
| At 1 January 2024 |
| and 31 December 2024 | 52,255,686 | - | 52,255,686 |
| Net book value |
| At 31 December 2024 | 49,626,135 |
| At 31 December 2023 | 129,130,745 |
| The company's investments at the Balance sheet date in the share capital of companies include the following: |
| Subsidiary |
| Registered office: Suite 1, 7th Floor, 50 Broadway, London, SW1H 0BL |
| Nature of business: |
| % |
| Class of shares: | holding |
| Associated company |
| Registered office: Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. |
| Nature of business: |
| % |
| Class of shares: | holding |
| PANGAEA TWO ACQUISITION HOLDINGS XXIIA |
| LIMITED (REGISTERED NUMBER: 11309240) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| $ | $ |
| Amounts owed by group undertakings |
| Other debtors |
| 6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| $ | $ |
| Trade creditors |
| Other creditors |
| 7. | RESERVES |
| Revaluation |
| reserve |
| $ |
| At 1 January 2024 |
| Loss on revaluation | (79,504,610 | ) |
| At 31 December 2024 |
| 8. | ULTIMATE CONTROLLING PARTY |
| The ultimate controlling party is Cartesian Capital Group, LLC a company registered in the United States of America. Their office address is 505 Fifth Avenue, 15th Floor, New York, NY 10017, United States of America. |