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Registration number: 13449293

42Markets Group Holding Limited

Annual Report and Unaudited Financial Statements

for the Year Ended 29 February 2024

 

42Markets Group Holding Limited

Contents

Company Information

1

Balance Sheet

2

Notes to the Unaudited Financial Statements

3 to 9

 

42Markets Group Holding Limited

Company Information

Directors

C J Claassen

B C Doyle

A Brink

E R Fraser

Registered office

Innovations House
19 Staple Gardens
Winchester
Hampshire
SO23 8SR

Accountants

Tax Innovations Limited
Innovations House
19 Staple Gardens
Winchester
Hampshire
SO23 8SR

 

42Markets Group Holding Limited

(Registration number: 13449293)
Balance Sheet as at 29 February 2024

Note

2024
US$

2023
US$

Fixed assets

 

Investments

4

47,090

47,090

Current assets

 

Debtors

5

5,215,416

580,416

Cash at bank and in hand

 

85,047

607

 

5,300,463

581,023

Creditors: Amounts falling due within one year

6

(5,295,099)

(234,729)

Net current assets

 

5,364

346,294

Net assets

 

52,454

393,384

Capital and reserves

 

Called up share capital

7

61,961

61,961

Other reserves

573,341

573,341

Retained earnings

(582,848)

(241,918)

Shareholders' funds

 

52,454

393,384

For the financial year ending 29 February 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 10 October 2024 and signed on its behalf by:
 

.........................................
C J Claassen
Director

 

42Markets Group Holding Limited

Notes to the Unaudited Financial Statements for the Year Ended 29 February 2024

1

General information

The company is a private company limited by share capital, incorporated in England.

The address of its registered office is:
Innovations House
19 Staple Gardens
Winchester
Hampshire
SO23 8SR
England

These financial statements were authorised for issue by the Board on 10 October 2024.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The functional currency during the period is US Dollars and as such the company have decided to present the accounts in US Dollars in the current year updating comparatives for the previous year as per GAAP.

Going concern

The financial statements have been prepared on a going concern basis.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

 

42Markets Group Holding Limited

Notes to the Unaudited Financial Statements for the Year Ended 29 February 2024

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.


Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

 

42Markets Group Holding Limited

Notes to the Unaudited Financial Statements for the Year Ended 29 February 2024

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 4 (2023 - 3).

4

Investments

2024
US$

2023
US$

Investments in subsidiaries

47,090

47,090

Subsidiaries

US$

Cost or valuation

At 1 March 2023

47,090

Provision

Carrying amount

At 29 February 2024

47,090

At 28 February 2023

47,090

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

 

42Markets Group Holding Limited

Notes to the Unaudited Financial Statements for the Year Ended 29 February 2024

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2024

2023

Subsidiary undertakings

FX Flow (Pty) Limited

8a Jellicoe Avenue, Rosebank, Johannesburg, Gauteng, South Africa, 2197

South Africa

Ordinary

100%

100%

MESH B.V.

18 Geulweg, 's-Hertogenbosch, 5215GC, Netherlands

Netherlands

Ordinary

100%

100%

MESH Trade South Africa (Pty) Ltd

8a Jellicoe Avenue, Rosebank, Johannesburg, 2196

South Africa

Ordinary

100%

100%

Andile Holding Limited

Innovations House, 19 Staple Gardens, Winchester, Hampshire, SO23 8SR

England

Ordinary Shares

76%

76%

Andile Property Holdings (Pty) Ltd

8a Jellicoe Avenue, Rosebank, Johannesburg, 2196

South Africa

Ordinary

76%

76%

Andile Group Holdings (Pty) Ltd

8a Jellicoe Avenue, Rosebank, Johannesburg, 2196

South Africa

Ordinary

76%

76%

Andile International Ltd

6 St Denis Street, Port Louis, 11328

Mauritius

Ordinary

76%

76%

Subsidiary undertakings

FX Flow (Pty) Limited

The principal activity of FX Flow (Pty) Limited is is the provision of foreign currency risk management services. The profit for the financial period of FX Flow (Pty) Limited was US$484,789 and the aggregate amount of Capital and reserves at the end of the period was US$1,231,340.

MESH B.V.

The principal activity of MESH B.V. is is the provision of investment consultancy services. The profit for the financial period of MESH B.V. was US$- and the aggregate amount of Capital and reserves at the end of the period was US$Nil.

 

42Markets Group Holding Limited

Notes to the Unaudited Financial Statements for the Year Ended 29 February 2024

MESH Trade South Africa (Pty) Ltd

The principal activity of MESH Trade South Africa (Pty) Ltd is is the provision of investment consultancy services. The profit for the financial period of MESH Trade South Africa (Pty) Ltd was US$1,690,337 and the aggregate amount of Capital and reserves at the end of the period was US$(2,085,914).

Andile Holding Limited

The principal activity of Andile Holding Limited is is that of a holding company. The profit for the financial period of Andile Holding Limited was US$4,668 and the aggregate amount of Capital and reserves at the end of the period was US$(1,233,736).

Andile Property Holdings (Pty) Ltd

The principal activity of Andile Property Holdings (Pty) Ltd is is that of property holding and rental services. The profit for the financial period of Andile Property Holdings (Pty) Ltd was US$26,554 and the aggregate amount of Capital and reserves at the end of the period was US$(81,453).

Andile Group Holdings (Pty) Ltd

The principal activity of Andile Group Holdings (Pty) Ltd is is that of a holding company. The profit for the financial period of Andile Group Holdings (Pty) Ltd was US$- and the aggregate amount of Capital and reserves at the end of the period was US$189,327.

Andile International Ltd

The principal activity of Andile International Ltd is is the provision of licencing and professional services. The loss for the financial period of Andile International Ltd was US$733,376 and the aggregate amount of Capital and reserves at the end of the period was US$(1,217,048).

5

Debtors

Note

2024
US$

2023
US$

Amounts owed by group undertakings and undertakings in which the company has a participating interest

10

5,197,910

562,910

Other debtors

 

17,506

17,506

 

5,215,416

580,416

 

42Markets Group Holding Limited

Notes to the Unaudited Financial Statements for the Year Ended 29 February 2024

6

Creditors

Creditors: amounts falling due within one year

Note

2024
US$

2023
US$

Due within one year

 

Loans and borrowings

9

5,000,000

-

Trade creditors

 

2,632

-

Amounts owed to group undertakings and undertakings in which the company has a participating interest

10

275,167

232,052

Accruals and deferred income

 

17,300

2,677

 

5,295,099

234,729

7

Share capital

Allotted, called up and fully paid shares

2024

2023

No.

US$

No.

US$

Ordinary A 1p of US$0.01 each

5,000,001

61,960

5,000,001

61,960

Ordinary B £1 of US$1.24 each

1

1

1

1

5,000,002

61,961

5,000,002

61,961

8

Reserves

The changes to each component of equity resulting from items of other comprehensive income for the prior year were as follows:

Other reserves
US$

Total
US$

Other comprehensive income

573,341

573,341

 

42Markets Group Holding Limited

Notes to the Unaudited Financial Statements for the Year Ended 29 February 2024

9

Loans and borrowings

Current loans and borrowings

2024
US$

2023
US$

Preference shares

5,000,000

-

Included within the current loans and borrowings is a total of US$5,000,000 relating to the issue of Preference A shares by the company and the associated premium paid. The preference shares include an entitlement to a 2% annual coupon (special dividend) and are irredeemable.

10

Related party transactions

Summary of transactions with subsidiaries

Companies within the group of 42Markets Group Holding Ltd as subsidiaries
 Provision of working capital loans with no interest or fixed date of repayments
 

Income and receivables from related parties

2024

Subsidiary
US$

Amounts receivable from related party

5,197,910

2023

Subsidiary
US$

Amounts receivable from related party

562,910

Expenditure with and payables to related parties

2024

Subsidiary
US$

Rendering of services

275,167

Amounts payable to related party

275,167

2023

Subsidiary
US$

Rendering of services

238,552

Amounts payable to related party

232,052