Company registration number 13957967 (England and Wales)
AFRICA FINTECH HOLDINGS LIMITED
FINANCIAL STATEMENTS
FOR THE NINE MONTH PERIOD ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
AFRICA FINTECH HOLDINGS LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
AFRICA FINTECH HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
31 December 2023
31 March 2023
Notes
£
£
£
£
Fixed assets
Investments
4
1,138,577
940,476
Current assets
Debtors
5
931,945
1,098,765
Cash at bank and in hand
29,573
58,246
961,518
1,157,011
Creditors: amounts falling due within one year
6
(24,959)
(13,522)
Net current assets
936,559
1,143,489
Net assets
2,075,136
2,083,965
Capital and reserves
Called up share capital
120,000
120,000
Share premium account
1,980,000
1,980,000
Profit and loss reserves
(24,864)
(16,035)
Total equity
2,075,136
2,083,965
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered 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 7 October 2024 and are signed on its behalf by:
Mr I Balogun
Director
Company registration number 13957967 (England and Wales)
AFRICA FINTECH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE NINE MONTH PERIOD ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information
Africa Fintech Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 4th Floor, 18 St. Cross Street, London, EC1N 8UN.
1.1
Reporting period
The financial statements are presented for a period shorter than one year. The Accounting Reference Date has been changed to 31 December 2023 to align the company’s accounting period with the calendar year. Therefore, the comparative amounts presented in the financial statements (including the related notes) are not entirely comparable
1.2
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, 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, The principal accounting policies adopted are set out below.
These financial statements for the Period ended 31 December 2023 are the first financial statements of Africa Fintech Holdings Limited prepared in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland. The date of transition to FRS 102 was 1 April 2023. The reported financial position and financial performance for the previous period are not affected by the transition to FRS 102.
1.3
Going concern
The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future.
In assessing the Company's ability to continue as a going concern, the directors have considered the Company's financial position, projected cash flows, and the potential impact of various factors on its operations and financial performance.
The directors have prepared detailed cash flow forecasts covering a period of 15 months from the approval of these financial statements. These forecasts take into account:
• Current trading performance and financial position.
• Anticipated future revenues, based on existing contracts and market conditions.
• Expected changes in operating costs.
• The availability of existing financing facilities and the likelihood of securing additional funding, if required.
These forecasts are prepared at a consolidated level and include the company's subsidiaries Africa Fintech Limited and New Africa Fintech Nigeria Limited. New Africa Fintech Nigeria Limited is the only revenue generating member of the group, the revenue forecast is uncertain due to the company operating in a new market with a small existing customer pool.
The directors acknowledge that the uncertainty on revenue forecasts creates a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. Nevertheless, after considering all available information, including the potential for mitigating actions (e.g., cost reductions, renegotiation of payment terms, alternative financing), the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.
AFRICA FINTECH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE NINE MONTH PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
1.4
Turnover
The absence of turnover in the period is due to the company being in the start-up phase.
The company expects to receive a license fee from it's fellow trading subsidiary in the subsequent financial period.
1.5
Fixed asset investments
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 reversals of impairment losses are recognised immediately in profit or loss.
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.
1.6
Impairment of fixed asset investments
At each reporting period end date, the company reviews the carrying amounts of its tangible 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). 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.
Where a reasonable and consistent basis of allocation can be identified, assets are allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs to sell and 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.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. 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.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
AFRICA FINTECH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE NINE MONTH PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
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.
Classification of financial liabilities
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.
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.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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.
AFRICA FINTECH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE NINE MONTH PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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 profit and loss account, 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.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recoverable against the reversal of deferred tax liabilities or other future profits.
1.11
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
1.12
Expenses are recorded as incurred and predominantly consist of audit fees and bank charges.
AFRICA FINTECH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE NINE MONTH PERIOD ENDED 31 DECEMBER 2023
- 6 -
2
Judgements and key sources of estimation uncertainty
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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Value of Investments
Valuing the Company’s unlisted investments involves significant judgment under FRS 102, as market prices are not readily available. Whilst the investments are initially measured at cost, judgements are made when considering the existence of impairment indicators and estimating the value of any impairments to the investments. The Directors, having reviewed the investments, do not consider there to be any indicators of impairment and therefore the investments continue to be held at cost. Given the inherent uncertainty in these judgements, changes in underlying assumptions could lead to material adjustments in the reported values.
Recoverability of intercompany loan
The directors have made significant judgments regarding the recoverability of intercompany loans, which total £603,206 as of 31 December 2023. The assessment is based on the financial performance and future cash flow projections of the subsidiaries. Key assumptions include future revenue, margins, and repayment schedules.
As at September 2024, management concluded that the loans are fully recoverable, though future economic conditions may impact this assessment.
3
Employees
The average monthly number of persons (including directors) employed by the company during the Nine month period was:
31 December
31 March
2023
2023
Number
Number
Total
4
Fixed asset investments
31 December
31 March
2023
2023
£
£
Shares in group undertakings
1,138,577
940,476
AFRICA FINTECH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE NINE MONTH PERIOD ENDED 31 DECEMBER 2023
4
Fixed asset investments
(Continued)
- 7 -
The above is represented by two wholly owned subsidiary undertakings namely Africa Fintech Limited (a company registered in England and Wales) and New Africa Fintech Nigeria Ltd (a company registered in Nigeria).
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 April 2023
940,476
Additions
198,101
At 31 December 2023
1,138,577
Carrying amount
At 31 December 2023
1,138,577
At 31 March 2023
940,476
5
Debtors
31 December
31 March
2023
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
603,206
Called up share capital not paid
328,739
1,098,765
931,945
1,098,765
All outstanding unpaid share capital was fully paid to the company on the 26th July 2024.
6
Creditors: amounts falling due within one year
31 December
31 March
2023
2023
£
£
Other creditors
24,959
13,522
7
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
AFRICA FINTECH HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE NINE MONTH PERIOD ENDED 31 DECEMBER 2023
7
Audit report information
(Continued)
- 8 -
Material uncertainty related to going concern
We draw attention to note 1.3 in the financial statements, which indicates that the Company's financial statements have been prepared on a going concern basis. As described in note 1, the directors have identified a material uncertainty related to forecasted future cash flows, particularly concerning revenue forecasted for New Africa Fintech Nigeria Limited, which is the sole revenue generating member of the group.
While the directors have concluded that it is appropriate to prepare the financial statements on a going concern basis, this conclusion is dependent on the successful realisation of projected cash flows and/or securing additional financing. Should these not materialize as anticipated, the Company may be unable to continue as a going concern.
These conditions, along with other matters set forth in note 1.3, indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Senior Statutory Auditor:
Kalbinder Sanghera
Statutory Auditor:
Kirk Rice LLP
Date of audit report:
8 October 2024
8
Ultimate controlling party
The directors consider that the company has no ultimate controlling party.
9
Immediate and ultimate parent companies
The intermediate holding companies are NextGen Fintech Ltd (Mauritius) and 1914 Ventures Limited (UK). The Ultimate parent companies are BlueSea Capital Ltd (Mauritius), Mango Technologies DMCC (UAE), Optima Resources Holdings Ltd (UAE), Goldtruck Holdings Ltd (UK) and TTTT Holdings Limited (UK). These financial statements are not consolidated at any level within the group given the overall size of the group.