Company registration number 14680673 (England and Wales)
ADP III HOLDING 11 LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
ADP III HOLDING 11 LIMITED
COMPANY INFORMATION
Directors
Adefolarin Ogunsanya
(Appointed 2 August 2023)
Marc Stoneham
(Appointed 29 August 2023)
Secretary
Intertrust (UK) Limited
Company number
14680673
Registered office
1 Bartholomew Lane
London
United Kingdom
EC2N 2AX
ADP III HOLDING 11 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 - 11
ADP III HOLDING 11 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 22 February 2023. 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 a $33,094,372.
There were no dividends paid during the period.
Directors
The directors who held office during the Period and up to the date of signature of the financial statements were as follows:
Adefolarin Ogunsanya
(Appointed 2 August 2023)
Marc Stoneham
(Appointed 29 August 2023)
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
Marc Stoneham
Director
Director
20 September 2024
ADP III HOLDING 11 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.
ADP III HOLDING 11 LIMITED
INCOME STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 3 -
period
ended
31 December
2023
Notes
$
Revenue
-
Other operating expenses
(405,631)
Operating loss
(405,631)
Income tax expense
-
Loss and total comprehensive income for the Period
(405,631)
ADP III HOLDING 11 LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
2023-12-31
- 4 -
2023
Notes
$
$
Non-current assets
Investments
3
33,500,000
Current assets
Trade and other receivables
3
Cash and cash equivalents
346
349
Current liabilities
5
(405,977)
Net current liabilities
(405,628)
Net assets
33,094,372
Equity
Called up share capital
7
33,500,003
Retained earnings
(405,631)
Total equity
33,094,372
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 members have 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 20 September 2024 and are signed on its behalf by:
Adefolarin Ogunsanya
Marc Stoneham
Director
Director
Company registration number 14680673 (England and Wales)
ADP III HOLDING 11 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 5 -
Share capital
Retained earnings
Total
Notes
$
$
$
Balance at 22 February 2023
-
-
-
Period ended 31 December 2023:
Loss and total comprehensive income
-
(405,631)
(405,631)
Issue of share capital
7
33,500,003
-
33,500,003
Balance at 31 December 2023
33,500,003
(405,631)
33,094,372
ADP III HOLDING 11 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
10
343
Net cash inflow/(outflow) from operating activities
343
Investing activities
Proceeds from disposal of subsidiaries
(33,500,000)
Net cash used in investing activities
(33,500,000)
Financing activities
Proceeds from issue of shares
33,500,003
Net cash generated from/(used in) financing activities
33,500,003
Net increase in cash and cash equivalents
346
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
346
ADP III HOLDING 11 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 7 -
1
Accounting policies
Company information
ADP III Holding 11 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.
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 10 months which started from the date of incorporation i.e. 22 February 2023 until 31 December 2023.
1.2
Accounting convention
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.
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.
1.3
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the company 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.
ADP III HOLDING 11 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.
ADP III HOLDING 11 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 nonmonetary 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 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
Employees
The Company has no employees other than the Directors, who did not receive any remunerations.
2023
Number
Total
3
Investments
Non-current
2023
$
Investments in subsidiaries
33,500,000
ADP III HOLDING 11 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
3
Investments
(Continued)
- 10 -
Movements in non-current investments
Shares in subsidiaries
$
Cost or valuation
At 22 February 2023
-
Additions
33,500,000
At 31 December 2023
33,500,000
Carrying amount
At 31 December 2023
33,500,000
4
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
PAT Holding (UK)
England
Ordinary
67.00
-
Pan African Towers Limited
Nigeria
Ordinary
-
67.00
5
Liabilities
2023
Notes
$
Trade and other payables
6
405,977
6
Trade and other payables
2023
$
Amounts owed to fellow group undertakings
396,898
Accruals
9,079
405,977
The amounts owed to Group undertakings are interest free and have no fixed date of repayments.
7
Share capital
2023
2023
Ordinary share capital
Number
$
Issued and fully paid
Ordinary Shares of $1 each
33,500,003
33,500,003
ADP III HOLDING 11 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 11 -
8
Related party transactions
Transactions with related parties include reimbursement of expenses. The following amount was outstanding, in the ordinary course of business, with related party.
· African Development Partners III L.P $396,898
9
Controlling party
The immediate parents undertaking are ADP III L.P a limited partnership established and registered in Guernsey and ADP III Mauritius L.P P a limited partnership established and registered in Mauritius.
The ultimate controlling party is ADP III GP Limited, a Guernsey incorporated limited liability company.
10
Cash generated from/(absorbed by) operations
2023
$
Loss for the Period before income tax
(405,631)
Movements in working capital:
Increase in trade and other receivables
(3)
Increase in trade and other payables
405,977
Cash generated from/(absorbed by) operations
343
11
Analysis of changes in net funds
22 February 2023
Cash flows
31 December 2023
$
$
$
Cash at bank and in hand
-
346
346
2023-12-312023-02-22Adefolarin OgunsanyaMarc StonehamIntertrust (UK) LimitedfalseCCH SoftwareiXBRL Review & Tag 2022.2146806732023-02-222023-12-3114680673bus:Director12023-02-222023-12-3114680673bus:Director22023-02-222023-12-3114680673bus:CompanySecretary12023-02-222023-12-3114680673bus:RegisteredOffice2023-02-222023-12-31146806732023-12-3114680673core:ContinuingOperations2023-02-222023-12-3114680673core:RetainedEarningsAccumulatedLosses2023-02-222023-12-31146806732023-02-2114680673core:ShareCapital2023-12-3114680673core:RetainedEarningsAccumulatedLosses2023-12-3114680673core:ShareCapital2023-02-222023-12-3114680673core:FinancialInstrumentsFairValueThroughProfitOrLoss2023-02-222023-12-3114680673core:Held-to-maturityFinancialAssets2023-02-222023-12-3114680673core:CurrentFinancialInstruments2023-12-3114680673bus:PrivateLimitedCompanyLtd2023-02-222023-12-3114680673bus:FRS1012023-02-222023-12-3114680673bus:AuditExempt-NoAccountantsReport2023-02-222023-12-3114680673bus:FullAccounts2023-02-222023-12-31xbrli:purexbrli:sharesiso4217:GBP