COMPANY REGISTRATION NUMBER 09425472
TRUESTONE AFRICA LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
PAGES FOR FILING WITH REGISTRAR
TRUESTONE AFRICA LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 13
TRUESTONE AFRICA LIMITED
BALANCE SHEET
AS AT
30 APRIL 2024
30 April 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
5
18,112,153
4,405,335
Current assets
Debtors
7
53,685
26,494
Cash at bank and in hand
216
578
53,901
27,072
Creditors: amounts falling due within one year
8
(175,823)
(244,913)
Net current liabilities
(121,922)
(217,841)
Total assets less current liabilities
17,990,231
4,187,494
Creditors: amounts falling due after more than one year
9
(162,857)
(200,173)
Provisions for liabilities
(256,446)
Net assets
17,827,374
3,730,875
Capital and reserves
Called up share capital
11
95,220
21,811
Share premium account
12
16,658,731
3,078,054
Revaluation reserve
13
2,455,189
1,834,580
Profit and loss reserves
(1,381,766)
(1,203,570)
Total equity
17,827,374
3,730,875
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.
TRUESTONE AFRICA LIMITED
BALANCE SHEET (CONTINUED)
AS AT
30 APRIL 2024
30 April 2024
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 24 January 2025 and are signed on its behalf by:
Mr Paul Szkiler
Director
Company registration number 09425472 (England and Wales)
TRUESTONE AFRICA LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
- 3 -
Share capital
Share premium account
Revaluation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 May 2022
21,811
3,078,054
1,624,381
(1,028,474)
3,695,772
Year ended 30 April 2023:
Loss
-
-
-
(292,086)
(292,086)
Other comprehensive income:
Adjustments to fair value of financial assets
-
-
23,216
-
23,216
Tax relating to other comprehensive income
-
-
303,973
303,973
Total comprehensive income
-
-
327,189
(292,086)
35,103
Other movements
-
-
(116,990)
116,990
-
Balance at 30 April 2023
21,811
3,078,054
1,834,580
(1,203,570)
3,730,875
Year ended 30 April 2024:
Loss
-
-
-
(178,196)
(178,196)
Other comprehensive income:
Adjustments to fair value of financial assets
-
-
383,122
-
383,122
Tax relating to other comprehensive income
-
-
237,487
237,487
Total comprehensive income
-
-
620,609
(178,196)
442,413
Issue of share capital
11
73,409
13,580,677
-
-
13,654,086
Balance at 30 April 2024
95,220
16,658,731
2,455,189
(1,381,766)
17,827,374
TRUESTONE AFRICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
- 4 -
1
Accounting policies
Company information
Truestone Africa Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6th Floor, 60 Gracechurch Street, London, United Kigdom, EC3V 0HR.
1.1
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 modified to include the revaluation of certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company is exempt from the requirement to prepare consolidated financial statements on the grounds that the parent, and group headed by it, qualify as small as set out in section 383 of the Act and the group is not ineligible as set out in section 384 of the Act, and therefore it is exempted by Section 399 which specifies that small groups are not included in the requirement.
1.2
Going concern
The company's business model is to support emerging businesses in West Africa. By their nature, these investments are illiquid and the company is dependent upon utilising external investment in its equity and loan stock to fund its operating and management costs.
Since the year end, further investment has been raised. Forecasts have been prepared and, on the basis of those forecasts, the Directors are satisfied that there are sufficient funds presently in place to ensure the Company can meet its debts as they fall due for a period of at least 12 months from the date of the approval of these accounts.
Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover in the company represents investment income receivable. Dividend income is recognised when the company becomes unconditionally entitled to the dividend. Income arising from debt securities held is recognised using the effective interest method.
TRUESTONE AFRICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 5 -
1.4
Fixed asset investments
Equity investments in associated entities are initially measured at transaction price and are subsequently measured at:
(i) fair value at each reporting date. Fair value is determined by using various valuation techniques that aim to maximise observable inputs, in most cases recent transactions in investments undertaken on a normal arm's length basis and under normal business considerations, whilst minimising the use of unobservable inputs. Increases in fair value are recognised in other comprehensive income, decreases in fair value are recognised in profit and loss. Transaction costs are expensed to profit and loss as incurred: or
(ii) Where there is no reliable fair value, investments are carried at cost less impairment: or
(iii) Where an investment was previously measured at fair value and a reliable measure of fair value is no longer available, the investment is carried at the amount of the last fair value described here as "new deemed cost less impairment",
Debt investments held by the company are initially recognised at transaction price and subsequently at amortised cost.
1.5
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.
1.6
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.
TRUESTONE AFRICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 6 -
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.
1.7
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.
1.8
Taxation
The tax charge or credit represents the sum of the current tax payable or receivable and the deferred tax charges or credits.
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.
TRUESTONE AFRICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
1
Accounting policies
(Continued)
- 7 -
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.
Reductions in the liability to deferred taxes resulting from the probable recoverability of tax losses by reason of the timing differences arising on the revaluation of fixed asset investments are adjusted in the revaluation reserve.
1.9
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 the profit and loss account for the period.
Revaluation gains and losses on equity investments are translated at the balance sheet date rate of exchange and such gains and losses are included in the statement of comprehensive income. Gains and losses on debt instruments denominated in a foreign currency are taken to profit and loss account.
2
Judgements and key sources of estimation uncertainty
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Valuation of investments
Estimation is required when determining the fair value of debt and equity investments. The company's impact investments are in Sierra Leone where the investments, principally start-up enterprises or early-stage investments, are generally valued, where possible on the basis of recent transactions in the investments on an arm's-length basis involving normal business considerations.
TRUESTONE AFRICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 8 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
3
3
4
Taxation
2024
2023
£
£
Current tax
Foreign current tax on profits for the current period
211
(2,406)
Deferred tax
Origination and reversal of timing differences
(18,959)
(22,395)
Total tax credit
(18,748)
(24,801)
In addition to the amount credited to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:
2024
2023
£
£
Deferred tax arising on:
Recognition of tax losses
(237,487)
(280,528)
Revaluation and disposal of investments
-
(23,445)
(237,487)
(303,973)
5
Fixed asset investments
2024
2023
£
£
Other investments other than loans
18,110,876
4,240,995
Loans
1,277
164,340
18,112,153
4,405,335
TRUESTONE AFRICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
5
Fixed asset investments
(Continued)
- 9 -
Fixed asset investments revalued
The valuation of unlisted investments in shares increased during the year £13,869,881 (2023 - decreased by £166,246).
The increase was largely attributable to an increase in shareholdings by way of a share or share exchange with fellow shareholders in the investee companies, resulting in the increase in the Company's share capital, which is more fully explained in note11.
The carrying value of the unlisted investments have been determined based on the accounting policies. The current period revaluations were performed using the "price of recent investment" approach.
Had the historic cost model been adopted, the carrying value of equity investments in participating interests would have amounted to £15,927,445 (2023: £2,440,687)
No investments carried at deemed cost have been subject to any impairment following the directors' review of the investments.
Fixed asset investments not carried at market value
Loans to participating interests are shown at amortised cost. Where the loan is denominated in a currency other than sterling the carrying value is converted into sterling at balance sheet exchange rates. Exchange gains and losses are recognised in profit and loss.
Movements in fixed asset investments
Investments
Loans
Total
£
£
£
Cost or valuation
At 1 May 2023
4,240,995
164,340
4,405,335
Additions
13,486,758
-
13,486,758
Forex movement
383,123
(1,268)
381,855
Disposals
-
(161,795)
(161,795)
At 30 April 2024
18,110,876
1,277
18,112,153
Carrying amount
At 30 April 2024
18,110,876
1,277
18,112,153
At 30 April 2023
4,240,995
164,340
4,405,335
6
Financial instruments
2024
2023
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
18,110,876
4,240,995
TRUESTONE AFRICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 10 -
7
Debtors
2024
2023
Amounts falling due within one year:
£
£
Other debtors
53,685
26,494
8
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
12,600
4,500
Corporation tax
568
Other creditors
163,223
239,845
175,823
244,913
Other creditors includes Series D loan notes of £60,000 which are due to be repaid in January 2025. Interest is payable at 8% per annum.
9
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans and overdrafts
162,857
200,173
Long term creditors includes Series D loan notes of £110,400 and £12,500 that are due to be repaid in July 2025 and January 2026 respectively. Interest is payable at 8% per annum.
Long term creditors also includes LBD loans amounting to £39,957 which are due to be repaid in January 2026. Interest is payable at 12% per annum.
TRUESTONE AFRICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 11 -
10
Deferred taxation
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. Thwe following is the analysis of the deferred tax balances (after offset) for financial reporting purposes.
Liabilities
Liabilities
2024
2023
Balances:
£
£
Tax losses
-
(302,924)
Fixed asset investment revaluations
-
559,370
-
256,446
2024
Movements in the year:
£
Liability at 1 May 2023
256,446
Credit to profit or loss
(18,959)
Credit to other comprehensive income
(237,487)
Liability at 30 April 2024
-
11
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each of 1p each
9,522,004
2,181,100
95,220
21,811
During the year shares were allotted as follows:
On 31 December 2023, 7,187,198 Ordinary shares of £0.01 each were allotted for non cash consideration by way of a share for share exchange with fellow shareholders in investee companies, resulting in an increase in investments by £13,368,188.
The non cash consideration of the shares acquired (and the share premium arising) reflected the same values as the investee company valuations reflected in these financial statements and equated to a value of £1.86 per share.
In addition, 147,847 Ordinary shares of £0.01 each (on 31 December) and 5,859 Ordinary shares of £0.01 each (on 30 November) were also allotted at £1.86 per share, providing additional working capital for the Company.
TRUESTONE AFRICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
- 12 -
12
Share premium account
2024
2023
£
£
At the beginning of the year
3,078,054
3,078,054
Issue of new shares
13,580,677
At the end of the year
16,658,731
3,078,054
13
Revaluation reserve
2024
2023
£
£
At the beginning of the year
1,834,580
1,624,381
Deferred tax on revaluation of tangible assets
237,487
280,528
Fair value adjustment to investments
383,122
23,216
Tax on fair value adjustment to investments
-
23,445
Other movements
-
(116,990)
At the end of the year
2,455,189
1,834,580
14
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.
Senior Statutory Auditor:
Andrew Hulse
Statutory Auditor:
UHY Hacker Young
Date of audit report:
24 January 2025
15
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
TRUESTONE AFRICA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
15
Related party transactions
(Continued)
- 13 -
The company has made equity and debt investments to entities over which it has significant influence by virtue of the investment and common directors. Details of the balances are given in note 5. Debt instruments are generally unsecured, with fixed repayment dates and rates of interest between 9% and 12% per annum.
Other information
During the year the company incurred management charges of £115,200 (2023: £115,200) from Truestone Impact Consulting Limited, a company with common directors and shareholders. At the balance sheet date the company owed Truestone Impact Consulting Limited £3,255 (2023: £4,240)
During the year the company incurred consulting fees of £28,800 (2023: £28,800) from Corley Capital Ltd, a company with common directors and shareholders.
At the balance sheet date, the company was owed £2,767 (2023: £2,767) by Jubilee Pop CVonsulting Limited, a company that has common directors and shareholders.
At the balance sheet date, the company was owed £3,400 (2023: £3,400) by A Call to Business, a charity that has common directors, shareholders and trustees.
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