Company No: 13099814 (England and Wales)

Contents

• Company Information
• Strategic Report
• Directors' Report
• Directors' Responsibilities Statement
• Independent Auditor's Report
• Profit and Loss Account
• Balance Sheet
• Statement of Changes in Equity
• Notes to the Financial Statements

DIRECTORS	M D Bender
	N J Rider

REGISTERED OFFICE	12 Gough Square
	London
	EC4A 3DW
	United Kingdom

COMPANY NUMBER

13099814 (England and Wales)

AUDITOR	HSKSG Audit
	3rd Floor
	Butt Dyke House
	33 Park Row
	Nottingham
	NG1 6EE
	United Kingdom

The directors present their Strategic Report for the financial period ended 31 December 2021.

REVIEW OF THE BUSINESS

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

The Company was incorporated on 24 December 2020 and this is the first accounting period from 24 December 2020 to 31 December 2021.

The Company made profit of $0.4m in the period and has net assets of $41.6m at the period end.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company is exposed to risks and uncertainties relating to the carrying value of its investments in subsidiaries. These risks are managed by way of the resulting performance of those subsidiary undertakings.

FUTURE DEVELOPMENTS

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

On 30 December 2022 the Company issued 1,000 shares for $41,194,175.

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

M D Bender Director

12 Gough Square
London
EC4A 3DW
United Kingdom

01 June 2023

The directors present their annual report on the affairs of the Company, together with the financial statements and auditors’ report, for the financial period ended 31 December 2021.

PRINCIPAL ACTIVITIES

The principal activity of the Company during the financial year was that of a holding company. The Company was incorporated on 24 December 2020 and this is the first accounting period from 24 December 2020 to 31 December 2021.

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.

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 period and to the date of this report except as noted, were as follows:

M D Bender	(Appointed 02 August 2021)
J E Burnett	(Appointed 24 December 2020, Resigned 02 August 2021)
T Moran	(Appointed 24 December 2020, Resigned 02 August 2021)
N J Rider	(Appointed 02 August 2021)

MATTERS COVERED IN THE STRATEGIC REPORT

See the Strategic Report for future developments and details of the principal risks and uncertainties.

DIVIDENDS

There were no dividends paid in the year and the directors do not recommend payment of a final dividend.

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.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

HSKS Greenhalgh were initially appointed as auditors but were subsequently replaced by their successor firm, HSKSG Audit. A resolution to reappoint HSKSG Audit as auditors will be proposed at the forthcoming Annual General Meeting.

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

M D Bender Director

12 Gough Square
London
EC4A 3DW
United Kingdom

01 June 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 period. 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.

Report on the audit of the financial statements

Opinion

In our opinion the financial statements of Emergent MX Holdco 2 Ltd (the 'Company'):
* Give a true and fair view of the state of the Company's affairs as at 31 December 2021 and of its profit for the financial period 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.

We have audited the financial statements which comprise:
* The Profit and Loss Account;
* The Balance Sheet;
* The Statement of Changes in Equity; and
* The related notes 1 to 13.

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).

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 Financial Reporting Council's (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.

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.

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.

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 considered the nature of the Company’s business and its control environment. We also enquired of management about their identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework in which the Company operates and identified key laws and regulations that:

• Had a direct effect on the determination of material amounts and disclosures in the financial statements, which included the Companies Act 2006, and tax legislation; and

• Did not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability to operate.

We discussed among the audit engagement team the opportunities and incentives that may exist within the organisation for fraud and how / where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of accounting adjustments and journal entries, assessed whether accounting estimates were reasonable and accurate and reviewed the accounting records for any significant and unusual transactions.

In addition, our procedures to respond to the risks identified included:

•Reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

•Performing analytical procedures to identify any unusual or unexpected variances that may indicate risks of material misstatement due to fraud;

•Enquiring of management about any instances of non-compliance with laws and regulations and any instances of known or suspected fraud.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

Report on other legal and regulatory requirements

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 any material misstatements in the Strategic Report or the Directors’ Report.

Under the Companies Act 2006 we are required to report in respect of the following matters 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.

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.

Philip Handley FCA (Senior Statutory Auditor)
For and on behalf of HSKSG Audit
Statutory Auditor

3rd Floor
Butt Dyke House
33 Park Row
Nottingham
NG1 6EE
United Kingdom

05 June 2023

	Note	Period from 24.12.2020 to 31.12.2021
		$
Administrative expenses		( 8,840)
Operating loss		( 8,840)
Finance income	3	412,348
Profit before taxation		403,508
Tax on profit	6	0
Profit for the financial period		403,508

All amounts relate to continuing operations.

There were no items of other comprehensive income or losses for the current period other than those included in the Profit and Loss Account, accordingly no Statement of Comprehensive Income is presented.

	Note	31.12.2021
		$
Fixed assets
Investments	7	36,388,545
		36,388,545
Current assets
Debtors
- due within one year	8	412,349
- due after more than one year	8	24,740,877
		25,153,226
Current liabilities
Creditors: amounts falling due within one year	9	( 19,944,087)
Net current assets		5,209,139
Total assets less current liabilities		41,597,684
Net assets		41,597,684
Capital and reserves	10
Called-up share capital		1
Capital contribution reserve		41,194,175
Profit and loss account		403,508
Total shareholder's funds		41,597,684

The financial statements of Emergent MX Holdco 2 Ltd (registered number: 13099814) were approved and authorised for issue by the Board of Directors on 01 June 2023. They were signed on its behalf by:

M D Bender Director

	Called-up share capital		Capital contribution reserve		Profit and loss account		Total
	$		$		$		$
At 24 December 2020	0		0		0		0
Profit for the financial period	0		0		403,508		403,508
Total comprehensive income	0		0		403,508		403,508
Issue of share capital	1		0		0		1
Capital contribution	0		41,194,175		0		41,194,175
At 31 December 2021	1		41,194,175		403,508		41,597,684

1. Accounting policies

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

General information and basis of accounting

Emergent MX Holdco 2 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, 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 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.

**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 MX Holdco Ltd 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
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.

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.

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.

Investments
The Company holds its investment in its subsidiaries at cost less impairment.

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 period in which the estimate is revised if the revision affects only that financial period, or in the financial period of the revision and future financial periods if the revision affects both current and future financial periods.

The directors do not consider that any critical judgements have been made in the application of the Company's accounting policies and no key sources of estimation uncertainty have been identified that have a significant risk of causing a material misstatement to the carrying amount of assets and liabilities within the financial period.

3. Finance income

	Period from 24.12.2020 to 31.12.2021
	$
Interest receivable and similar income	412,348

4. Auditor's remuneration

Fees payable to the Company’s auditor and its associates for the audit of the Company's annual financial statements was $2,400.

No fees were payable to the Company’s auditor and its associates for the other non-audit services.

5. Staff number and costs

	31.12.2021
	Number
The average monthly number of employees (including directors) was:
Directors	2

There are no employees other than the directors of the Company. No remuneration was paid to the directors of the Company during the period by the the Company or by its subsidiaries.

6. Tax on profit

	Period from 24.12.2020 to 31.12.2021
	$
Current tax on profit
UK corporation tax	0
Total current tax	0
Total tax on profit	0

Following the Budget announcement on 3 March 2021 the UK Corporation Tax rate (from 1 April 2023) will be 25% (for companies with profits over £250,000) and continue to be 19% (for companies with profits of £50,000 or less). Companies with profits between £50,000 and £250,000 will pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective Corporation Tax rate. The tax rate change was enacted in Finance Act 2021 on 24 May 2021.

Tax reconciliation

The tax assessed for the period is lower than the standard rate of corporation tax in the UK:

	Period from 24.12.2020 to 31.12.2021
	$
Profit before taxation	403,508
Tax on profit at standard UK corporation tax rate of 19.00%	76,667
Effects of:
- Income not taxable in determining taxable profit	( 76,667)
Total tax charge for period	0

7. Fixed asset investments

Investments in subsidiaries

	31.12.2021
	$
Cost
At 24 December 2020	0
Additions	36,388,545
At 31 December 2021	36,388,545
Carrying value at 31 December 2021	36,388,545

Investments in shares

Name of entity	Registered office	Nature of business	Class of shares	Ownership 31.12.2021
Galores Refrigerados	Mañanitas, Ave. José María Torrijos, Edificio Galores, Panama	Storage and distribution	Ordinary	100.00%
Galores Logistica	Mañanitas, Ave. José María Torrijos, Edificio Galores, Panama	Storage and distribution	Ordinary	100.00%
Avner Perry	Mañanitas, Ave. José María Torrijos, Edificio Galores, Panama	Storage and distribution	Ordinary	100.00%

8. Debtors

	31.12.2021
	$
Debtors: amounts falling due within one year
Amounts owed by Group undertakings	412,348
Amounts owed by Parent undertakings	1
	412,349
Debtors: amounts falling due after more than one year
Amounts owed by Group undertakings	24,740,877

Amounts owed by Group undertakings of $412,348 is repayable on demand and does not bear interest. Amounts owed by Group undertakings of $24,740,877 are subject to interest charges at 5%, unsecured and repayable in August 2028.

9. Creditors: amounts falling due within one year

	31.12.2021
	$
Amounts owed to Parent undertakings	19,935,247
Accruals	8,840
	19,944,087

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

10. Called-up share capital and reserves

	31.12.2021
	$
Allotted, called-up and fully-paid
1 Ordinary share of £ 1.00	1
Presented as follows:
Called-up share capital presented as equity	1

The Company's other reserves are as follows:

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

The capital contribution reserve relates to capital contributions received from the parent company.

11. Events after the Balance Sheet date

On 30 December 2022 the Company issued 1,000 shares for $41,194,175.

12. Related party transactions

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.

13. Controlling party

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

The immediate parent undertaking is Emergent MX Holdco Ltd, a company registered in United Kingdom with the registered office address of 12 Gough Square, London, EC4A 3DW.

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