The directors present the strategic report for the year ended 31 December 2024.

Haven Ventures Ltd (the “Company”) is a non-trading holding company. Its principal activity during the financial year was the holding of investments in subsidiaries within the wider Group. The Company had no revenue and no operational activities during the year.

Administrative expenses for the year amounted to £5.34m (2023: £2.45m), which predominantly relate to the impairment of a loan receivable of £5.29m (2023: 2.31m). The loan has been impaired in full and therefore the item is non-recurring and not part of routine operating costs. Other administrative costs were limited to routine professional fees.

There were no significant changes in the Company’s structure, ownership, or activities during the year. The Company’s financial position remained stable and in line with expectations for a passive holding entity.

The Company had no material risk exposure during the year. As a non-operational holding company with no trading activities, its principal risks relate only to the value of its investments and its reliance on the wider Group for ongoing support. There were no material financial instrument risks, and the Company did not enter any financing arrangements, loans, or guarantees.

Financial instruments

The Company’s use of financial instruments is limited to standard cash balances and routine payables arising from administrative expenses. There are no material exposures in respect of liquidity, credit, interest rate, or currency risk.

Research and development

The Company did not undertake any research and development activities during the year.

Future developments

The Company is expected to continue in its role as a non-trading investment holding company within the Group. No significant changes are anticipated.

Dividends

The directors do not recommend the payment of a dividend for the year.

Employees

The Company has three directors, who are treated as employees for the purpose of the statutory employee disclosure, although they are not paid through payroll and the Company has no other employees.

Overseas branches

The Company has no overseas branches.

Given the nature of the Company as a non-trading holding entity with no revenue or operational activity, the directors do not use financial or non-financial KPIs to manage the business.

However, the directors do monitor key figures included in the financial statements, which for the year include:

• Loss for the year: £5.14m (2023: £8.36m)

• Net assets at year-end: £24.53m (2023: £30.05m)

These figures provide context for the Company’s financial performance even though no formal KPIs are used.

The directors acknowledge their duty under section 172 of the Companies Act 2006 to promote the success of the Company for the benefit of its members as a whole.

In fulfilling this duty, the directors have had regard to the factors set out in s172(1), including:

• the likely long-term consequences of decisions,

• the interests of employees (the Company has none),

• the importance of fostering business relationships with suppliers and others,

• the impact of the Company’s activities on the community and environment,

• the desirability of maintaining a reputation for high standards of business conduct, and

• the need to act fairly between members of the Company.

Given the Company’s limited activities, the scope of stakeholder considerations is correspondingly limited. The Company’s main stakeholders are its shareholder and its professional service providers. The directors ensure that decisions are made with regard to the long-term stability of the Group and in accordance with good governance practices.

Engagement with suppliers, customers and others

The Company has no customers and engages only with a small number of suppliers of professional services. Relationships are straightforward, limited in scope, and not strategic in nature. The directors consider that their engagement with these stakeholders has been appropriate for a non-trading holding company.

Post-balance sheet events

There were no significant events affecting the Company after the balance sheet date.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company continued to be that of an investment holding company.

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

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). 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 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. They 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.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

We have audited the financial statements of Haven Ventures Ltd (the 'company') for the year ended 31 December 2024 which comprise the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, 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 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss 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 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.

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 course of 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 our audit:

• the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors' report has been prepared in accordance with applicable legal requirements.

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 directors' 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.

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.

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.

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, 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 management and from our knowledge and experience of the industry. Of these laws and regulations, we focused on those that we considered may have a direct material effect on the financial statements of the company including the Companies Act and taxation legislation.

The extent of compliance with these laws and regulations identified above was assessed through making enquiries of management and inspecting correspondences with tax authorities. 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; and

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations

To address the risk of fraud through management bias and override of controls, we: 

• performed analytical procedures to identify any unusual or unexpected relationships; 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; 

• reviewing any fees paid in respect to legal or professional matters; and

• enquiring of management as to actual and potential litigation and claims.

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 is available on the Financial Reporting Council's website at: https://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 member 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 member, those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

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.

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The financial statements are prepared in Sterling, which is the presentational currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. The functional currency of the company is Euros. Exchange differences arising from translation to Sterling are recognised in other comprehensive income.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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; 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/.

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.

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.

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 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.

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.

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.

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, 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.

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Capital contributions

Capital contributions received from the parent company or other group entities are recognised 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.

Merger reserves

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.

The average monthly number of persons (including directors) employed by the company during the year was:

The charge for the year can be reconciled to the loss per the income statement as follows:

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

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.

Details of the company's subsidiaries at 31 December 2024 are as follows:

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. 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.

On 22 December 2021, 6 March 2023, and 12 May 2023, amounts of £4,4207,284, £7,854,466, and £4,718,808, respectively were contributed by NewCold Holdings LLC, the parent company. These are recorded in the capital contribution reserve.

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 and accordingly a merger reserve of the £21,611,507 was recognised.

At the year end the company owed £261,589 (2023: £274,425) to Haven Ventures Holding I B.V., its wholly owned subsidiary.

At the year end the company owed £49,007 (2023: £51,412) to Haven Ventures Holding III B.V., its wholly owned subsidiary.

The above balances are unsecured, interest free and repayable on demand.

At the year end the company was owed £2,062,710 (2023: £2,163,923) by Haven Ventures Holding I B.V., its wholly owned subsidiary.The balance is unsecured, interest free and repayable on demand.

At the year end the company was owed £1,554,749 (2023: £2,752,150) by Haven Ventures Holding II B.V., its wholly owned subsidiary. The balance is unsecured, interest free and repayable on demand.

At the year end the company was owed £702,777 (2023: £737,261) by Haven Ventures Holding III B.V., its wholly owned subsidiary. The balance is unsecured, interest free and repayable on demand.

At the year end the company was owed nil (2023: £5,151,394) by CtrlChain 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 £376,016. In the prior year, a provision of £2,312,974 was recognised. In the current year a further £5,289,188 was written off to wholly impair the loan.

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.