Company registration number 14405227 (England and Wales)
SOLEVO GROUP LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
SOLEVO GROUP LIMITED
COMPANY INFORMATION
Directors
Joris Coppye
(Appointed 18 April 2023)
Babacar Ka
(Appointed 7 October 2022)
Jean-Christophe Juilliard
(Appointed 18 April 2023)
Adefolarin Ogunsanya
(Appointed 7 October 2022)
Secretary
Intertrust (UK) Limited
Company number
14405227
Registered office
1 Bartholomew Lane
London
United Kingdom
EC2N 2AX
SOLEVO GROUP LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Income statement
3
Statement of financial position
4
Statement of changes in equity
5
Statement of cash flows
6
Notes to the financial statements
7 - 12
SOLEVO GROUP LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 1 -
The directors present their annual report and financial statements for the Period ended 31 December 2023.
Principal activities
The Company was incorporated on the 7 October 2022. The principal activity of the company was that of an investment entity.
Results and dividends
The results for the period are set out on page 4 . Net assets at 31 December 2023 stood at $279,571,494.
There were no dividends paid during the period.
Key Performance Indicators ("KPI")
The Company's primary role is an investment entity. During the year the Company recorded a revaluation gain of $84,788,534 on its investment.
Directors
The directors who held office during the Period and up to the date of signature of the financial statements were as follows:
Joris Coppye
(Appointed 18 April 2023)
Babacar Ka
(Appointed 7 October 2022)
Jean-Christophe Juilliard
(Appointed 18 April 2023)
Adefolarin Ogunsanya
(Appointed 7 October 2022)
Future developments
The Company will continue to operate as an investment entity in the future.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
Adefolarin Ogunsanya
Director
12 September 2024
SOLEVO GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -
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.
Director's confirmations
In the case of each director in office at the date the Directors’ Report is approved:
so far as the director is aware, there is no relevant audit information of which the company’s auditors are unaware; and
they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company’s auditors are aware of that information.
SOLEVO GROUP LIMITED
INCOME STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 3 -
Period
ended
31 December
2023
Notes
$
Administrative expenses
(3,878,371)
Unrealised Gains on Investments
4
84,788,534
Profit before taxation
80,910,163
Tax on profit
Profit and total comprehensive income for the financial Period
80,910,163
SOLEVO GROUP LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 4 -
2023
Notes
$
$
Non-current assets
Investments
5
283,450,130
Current assets
Trade and other receivables
7
1,923,610
Cash and cash equivalents
4,333
1,927,943
Current liabilities
8
(5,806,579)
Net current liabilities
(3,878,636)
Net assets
279,571,494
Equity
Called up share capital
10
198,661,331
Retained earnings
80,910,163
Total equity
279,571,494
For the financial Period ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The member has not required the company to obtain an audit of its financial statements for the Period in question in accordance with section 476.
These financial statements have been prepared 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 September 2024 and are signed on its behalf by:
Joris Coppye
Babacar Ka
Director
Director
Jean-Christophe Juilliard
Adefolarin Ogunsanya
Director
Director
Company registration number 14405227 (England and Wales)
SOLEVO GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 5 -
Share capital
Retained earnings
Total
Notes
$
$
$
Incorporation on 07 October 2022
3
-
3
Period ended 31 December 2023:
Profit and total comprehensive income
-
80,910,163
80,910,163
Issue of share capital
10
198,661,331
-
198,661,331
Balance at 31 December 2023
198,661,331
80,910,163
279,571,494
SOLEVO GROUP LIMITED
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 6 -
2023
Notes
$
$
Cash flows from operating activities
Cash generated from/(absorbed by) operations
4,598
Net cash inflow/(outflow) from operating activities
4,598
Investing activities
Acquisition of Subsidiaries
(198,661,596)
Net cash used in investing activities
(198,661,596)
Financing activities
Proceeds from issue of shares
198,661,331
Net cash generated from/(used in) financing activities
198,661,331
Net increase in cash and cash equivalents
4,333
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
4,333
SOLEVO GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 7 -
1
Accounting policies
Company information
Solevo Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Bartholomew Lane, London, United Kingdom, EC2N 2AX. The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Reporting period
The Company's financial year starts 1 January and ends 31 December except for this first period. The first financial period is for 15 months which started from the date of incorporation i.e. 10 October 2022 until 31 December 2023.
1.2
Accounting convention
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 USD$, which is the functional 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 except for the revaluation of investments. 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;
disclosure of the objectives, policies and processes for managing capital;
disclosure of key management personnel compensation;
disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;
the effect of financial instruments on the statement of comprehensive income;
comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment, intangible assets, investment property and biological assets;
disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;
a reconciliation of the number and weighted average exercise prices of share options, how the fair value of share-based payments was determined and their effect on profit or loss and the financial position;
comparative narrative information;
for financial instruments, investment property and biological assets 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.
This information is included in the consolidated financial statement of ADP III Holding 9 L.P
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.
As at the date of the approval of these financial statements, the Directors are aware of the continuing conflict between Russia and Ukraine, the recent Israel-Hamas war. The Directors do not underestimate the seriousness of these events and the impact this will continue to have on the global economy, including any potential impact on the Partnership. As at the date of approval of these financial statements, based upon the internal assessments performed, there has been no impact of any significance to the Partnership and no expected impact with respect to the valuation or liquidity of the Partnership's assets. The Directors continue to monitor the situation closely.
SOLEVO GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 8 -
1.4
Cash and cash equivalents
Cash and cash equivalents comprises of cash at bank and in hand.
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.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.
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. They arise principally from the provision of goods and services to customers (eg trade receivables). They 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.
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.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
SOLEVO GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 9 -
1.8
Foreign exchange
Functional and presentation currency
The Company's functional and presentational currency is USD.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
1.9
Expenses are recognised in the statement of comprehensive income in the period in which they are incurred and include administration fees, accountancy fees, insurance Expenses, legal and professional fees and other operating expenses.
1.10
Investments in subsidiaries
Subsidiaries are all entities over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
As the Company is an Investment Entity under IFRS 10, "Consolidated Financial Statements", its investment in subsidiary is accounted for as financial assets at fair value through profit or loss in accordance with IFRS 9, "Financial Instruments".
2
Critical accounting estimates and judgements
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
SOLEVO GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 10 -
3
Employees
The Company has no employees other than the Directors, who did not receive any remunerations.
2023
Number
Total
4
Other gains and losses
2023
$
Revaluation of Investment
84,788,534
5
Investments
Non-current
2023
$
Investments in subsidiaries
283,450,130
Movements in non-current investments
Shares in subsidiaries
$
Cost or valuation
At 7 October 2022
-
Additions
198,661,596
Valuation changes
84,788,534
At 31 December 2023
283,450,130
Carrying amount
At 31 December 2023
283,450,130
6
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
SOLEVO GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
6
Subsidiaries
(Continued)
- 11 -
Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Lima MANCo B.V
Netherlands
Ordinary
100.00
-
Lima MIPCo B.V
Netherlands
Ordinary
92.29
-
Lima LuxCo S.a.r.l
Netherlands
Ordinary
0
100.00
Solevo Holding B.V
Netherlands
Ordinary
0
100.00
Solevo Holding France
France
Ordinary
0
100.00
Solevo Holding Burkina Faso FZE
United Arab Emirates
Ordinary
0
100.00
Solevo Holding Mali FZE
United Arab Emirates
Ordinary
0
100.00
Solevo Côte d'Ivoire S.A.
Ivory Coast
Ordinary
0
100.00
Solevo MEA B.V.
Netherlands
Ordinary
0
100.00
Solevo Senegal SASU
Senegal
Ordinary
0
100.00
Solevo Chemical Solutions Holding Sénégal SAS
Senegal
Ordinary
0
100.00
Solevo Chemical Solutions Sénégal SAS
Senegal
Ordinary
0
100.00
Solevo Suisse S.A.
Switzerland
Ordinary
0
100.00
Solevo Angola S.A.
Angola
Ordinary
0
100.00
Solevo Burkina Faso S.A
(Burkina Faso
Ordinary
0
99.80
Solevo Chemical Solutions Holding Burkina Faso SASU
Burkina Faso
Ordinary
0
49.00
Solevo Chemical Solutions Burkina Faso SAS
Burkina Faso
Ordinary
0
49.00
Solevo Cameroun S.A.
Cameroon
Ordinary
0
100.00
Solevo Madagascar S.A.
Madagascar
Ordinary
0
100.00
Solevo Mali S.A.
Mali
Ordinary
0
100.00
Solevo Ghana LTD
Ghana
Ordinary
0
100.00
Solevo France S.A.S.
France
Ordinary
0
100.00
7
Trade and other receivables
2023
$
Prepayments
1,923,610
8
Liabilities
2023
Notes
$
Trade and other payables
9
5,806,579
SOLEVO GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 12 -
9
Trade and other payables
2023
$
Amounts owed to fellow group undertakings
5,778,411
Accruals
28,168
5,806,579
The amounts owed to Group undertakings are interest free and have no fixed date of repayments.
10
Share capital
2023
2023
Ordinary share capital
Number
$
Authorised
Ordinary Shares of $1 each
198,661,331
198,661,331
Issued and fully paid
Ordinary Shares of $1 each
198,661,331
198,661,331
11
Related party transactions
Transactions with related parties include reimbursement of expenses. The following amounts were outstanding, in the ordinary course of business, with related parties.
African Development Partners III L.P $40,000
ADP III Holding 9 L.P. $5,738,411
12
Controlling party
The immediate parent undertaking is ADP III Holding 9 L.P a limited partnership established and registered in Guernsey.
The ultimate controlling party is ADP III GP Limited, a Guernsey incorporated limited liability company.
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