Company registration number 13961948 (England and Wales)
AFRICA FINTECH LTD
FINANCIAL STATEMENTS
FOR THE NINE MONTH PERIOD ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
AFRICA FINTECH LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
AFRICA FINTECH LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
31 December 2023
31 March 2023
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
4
1,299,646
849,115
Tangible assets
5
3,165
4,374
1,302,811
853,489
Current assets
Debtors
6
4,426
56,396
Cash at bank and in hand
2,765
25,202
7,191
81,598
Creditors: amounts falling due within one year
7
(607,474)
(27,695)
Net current (liabilities)/assets
(600,283)
53,903
Net assets
702,528
907,392
Capital and reserves
Called up share capital
100,000
100,000
Share premium account
900,000
900,000
Profit and loss reserves
(297,472)
(92,608)
Total equity
702,528
907,392

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 13961948 (England and Wales)
AFRICA FINTECH LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE NINE MONTH PERIOD ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information

Africa Fintech Ltd 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 Ltd 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 parent Africa Fintech Holding Limited and fellow wholly owned subsidiary undertaking, 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 fellow subsidiary 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 LTD
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
Intangible fixed assets other than goodwill

Internally generated software is recognised when all the conditions are met as per FRS 102 section 18. Only cost directly attributable to development costs are capitalised including: direct material and services cost; salaries and wages of staff directly engaged in development; directly attributable overheads; and costs for testing and integrating software.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
7 year straight-line basis
1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computers
3 year straight-line basis

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of 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). 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.

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.

AFRICA FINTECH LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE NINE MONTH PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.8
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.

1.9
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.

1.10
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.

1.11
Taxation

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

AFRICA FINTECH LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE NINE MONTH PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
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.

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 reversal of deferred tax liabilities or other future profits.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
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.

1.14

Admin expenses

Expenses are recorded as incurred and predominantly consist of subscription costs and consultancy costs.

AFRICA FINTECH LTD
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 internally generated computer software

The valuation of internally generated computer software involves significant judgments, particularly in determining the point at which development costs are capitalized. Management estimates the software’s useful life, typically 7 years, based on expected future benefits and reviews this annually for impairment. Additionally, directly attributable costs, including staff time, are allocated based on time spent on development activities. Changes in these estimates could materially affect the carrying value of the software.

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
2
2
AFRICA FINTECH LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE NINE MONTH PERIOD ENDED 31 DECEMBER 2023
- 7 -
4
Intangible fixed assets
Other
£
Cost
At 1 April 2023 (Note 11)
849,115
Additions
587,336
At 31 December 2023
1,436,451
Amortisation and impairment
At 1 April 2023
-
0
Amortisation charged for the Nine month period
136,805
At 31 December 2023
136,805
Carrying amount
At 31 December 2023
1,299,646
At 31 March 2023
849,115
5
Tangible fixed assets
Computers
£
Cost
At 1 April 2023 and 31 December 2023
5,027
Depreciation and impairment
At 1 April 2023
653
Depreciation charged in the Nine month period
1,209
At 31 December 2023
1,862
Carrying amount
At 31 December 2023
3,165
At 31 March 2023
4,374
6
Debtors
31 December
31 March
2023
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
-
0
8,539
Other debtors
4,426
47,857
4,426
56,396
AFRICA FINTECH LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE NINE MONTH PERIOD ENDED 31 DECEMBER 2023
- 8 -
7
Creditors: amounts falling due within one year
31 December
31 March
2023
2023
£
£
Trade creditors
13,915
23,418
Amounts owed to group undertakings
583,093
-
0
Taxation and social security
4,466
3,918
Other creditors
6,000
359
607,474
27,695
8
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.

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 1.3, the directors have identified a material uncertainty related to forecasted future cash flows, particularly concerning revenue forecasted for New Africa Fintech Nigeria Limited (a fellow wholly owned subsidiary undertaking), 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
9
Ultimate controlling party

The directors consider that the company has no ultimate controlling party.

10
Immediate and ultimate parent companies

The intermediate holding company is Africa Fintech Holding 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.

AFRICA FINTECH LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE NINE MONTH PERIOD ENDED 31 DECEMBER 2023
- 9 -
11
Prior period adjustment

During the current period, management decided to capitalise the internally developed software named Naijapay platform. The directors expect the platform to become operational and revenue generating in the subsequent financial year. The company met the criteria to capitalise development costs in the prior period which resulted in the capitalisation of expenditure as detailed below.

Reconciliation of changes in equity
31 March
2023
£
Adjustments to prior Nine month period
Computer software internally generated
849,115
Total adjustments
849,115
Equity as previously reported
58,277
Equity as adjusted
907,392
Analysis of the effect upon equity
Profit and loss reserves
849,115
849,115
Reconciliation of changes in loss for the previous financial period
2023
£
Adjustments to prior Nine month period
Consultancy
656,897
Subscription
26,504
Software
64,658
Wages and salaries
92,776
Social security costs
5,850
Staff pension costs defined contribution
2,430
Total adjustments
849,115
Loss as previously reported
(941,723)
Loss as adjusted
(92,608)
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