Company registration number 14477705 (England and Wales)
MOHOLD LIMITED
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
MOHOLD LIMITED
CONTENTS
Page
Statement of financial position
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 10
MOHOLD LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
US$
US$
Non-current assets
Investments
4
3,589,155
1,321,432
Current assets
Trade and other receivables
6
20,772
Cash and cash equivalents
1,405,552
3,085,857
1,426,324
3,085,857
Current liabilities
Trade and other payables
8
32,595
49,930
Net current assets
1,393,729
3,035,927
Non-current liabilities
Trade and other payables
8
950,000
100,000
Net assets
4,032,884
4,257,359
Equity
Called up share capital
10
3
3
Share premium account
11
5,222,541
4,722,541
Retained earnings
(1,189,660)
(465,185)
Total equity
4,032,884
4,257,359
MOHOLD LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
- 2 -
For the financial year ended 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
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.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the income statement within the financial statements.
The financial statements were approved by the board of directors and authorised for issue on 28 August 2025 and are signed on its behalf by:
Sjoerd Nikkelen
Varun Rekhi
Director
Director
Company registration number 14477705 (England and Wales)
MOHOLD LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Share capital
Share premium account
Retained earnings
Total
Notes
US$
US$
US$
US$
Balance at 11 November 2022
-
-
Period ended 31 December 2023:
Total comprehensive loss
-
-
(465,185)
(465,185)
Transactions with owners:
Issue of share capital
10
3
4,722,541
-
4,722,544
Balance at 31 December 2023
3
4,722,541
(465,185)
4,257,359
Year ended 31 December 2024:
Total comprehensive loss
-
-
(724,475)
(724,475)
Transactions with owners:
Issue of share capital
10
500,000
-
500,000
Balance at 31 December 2024
3
5,222,541
(1,189,660)
4,032,884
MOHOLD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
1
Accounting policies
Company information
Mohold Limited is a private company limited by shares incorporated in England and Wales. The registered office is First Floor, Sheraton House, Lower Road, Chorleywood, Hertfordshire, United Kingdom, WD3 5LH. The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
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. There are no new mandatory or recommended standards not yet adopted that would have a significant impact on these financial statements.
The financial statements are prepared in US Dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest US$.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The financial statements present information about the company as an individual undertaking and not about its group. The company and its subsidiary undertaking comprise a small-sized group. The company has therefore taken advantage of the exemptions provided by section 399 of the Companies Act 2006 not to prepare group accounts.
1.2
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany 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.
1.3
Non-current investments
Investments in other businesses 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.
1.4
Cash and cash equivalents
Cash and cash equivalents 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.
1.5
Financial assets
The company only has financial assets of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at amortised cost.
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'.
Financial liabilities at fair value through profit or loss
Simple Agreements for Future Equity (SAFE) are measured at fair value net of transaction costs directly attributable to the issuance of the financial liability.
MOHOLD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
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.
1.8
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 income statement 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 is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, 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.
At the reporting date, the Company has unrecognised deferred tax assets in respect of unused tax losses as there is currently insufficient certainty over the availability of future taxable profits against which they could be utilised.
1.9
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 inventories or non-current 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.
1.10
Foreign exchange
Transactions in currencies other than USD 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.
MOHOLD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
2
Critical accounting estimates and judgements
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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
Key sources of estimation uncertainty
Investment in subsidiary
Investments are assessed for impairment at each reporting date. The directors are of the opinion that the investment in the company's subsidiary shown in note 8 does not require any provision for impairment.
Simple Agreement for Future Equity (SAFE)
The directors consider that the cost of SAFEs carried in the accounts approximate to their fair value.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
6
4
4
Investments
Carrying amount of investments in subsidiaries:
Current
Non-current
2024
2023
2024
2023
US$
US$
US$
US$
Investments in subsidiaries
3,589,155
1,321,432
MOHOLD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
4
Investments
(Continued)
- 7 -
The directors have assessed the investments for impairment at the reporting date and concluded that no impairment is required.
Investments in subsidiaries are measured at cost less impairment in accordance with the Company’s accounting policy (see Note 1.3).
Details of the Company’s subsidiaries, including name, principal place of business, principal activities, and ownership interest, are provided in Note 9.
The directors consider that the carrying amounts of these investments approximate their fair values.
Movements in non-current investments
Shares in subsidiaries
US$
Cost or valuation
At 1 January 2024
1,321,432
Additions
2,267,723
At 31 December 2024
3,589,155
Carrying amount
At 31 December 2024
3,589,155
At 31 December 2023
1,321,432
5
Subsidiary
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Principal place of business
Principal activities
Class of
% Held
shares held
Direct
MoSub Kenya Ltd
Kenya
Sale of high quality refurbished mobile phones to consumers
Preference
100.00
MoSub Kenya FZCO
United Arab Emirates
Sale of high quality refurbished mobile phones to consumers
Preference
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
US$
US$
MoSub Kenya Ltd
2,233,258
(1,147,174)
MoSub Kenya FZCO
(7,333)
(17,333)
MOHOLD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
6
Trade and other receivables
2024
2023
US$
US$
Amounts owed by fellow group undertakings
6,263
Other receivables
57
Prepayments
14,452
20,772
-
7
Fair value of financial liabilities
The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.
8
Trade and other payables
Current
Non-current
2024
2023
2024
2023
US$
US$
US$
US$
Trade payables
5,395
44,280
Amounts owed to fellow group undertakings
4,561
-
-
-
Accruals
22,639
5,600
Other payables
-
50
950,000
100,000
32,595
49,930
950,000
100,000
Other payables include $950,000 received in relation to the right to certain preference shares in the capital of the company under a Simple Agreement for Future Equity (SAFE). The issue of shares is subject to various conversion events which are not expected to occur within 12 months of the end of the reporting period.
9
Deferred taxation
No deferred tax asset has been recognised in respect of tax losses amounting to $265,130 as there is currently insufficient certainty over the availability of future taxable profits against which they could be utilised.
10
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
US$
US$
Authorised
Ordinary shares of 0.0000001p each
30,000,000
30,000,000
1
1
Issued and fully paid
Ordinary shares of 0.0000001p each
30,000,000
30,000,000
1
1
MOHOLD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Share capital
(Continued)
- 9 -
2024
2023
2024
2023
Preference share capital
Number
Number
US$
US$
Authorised
Series seed-1 shares of 0.0000001p each
10,022,284
10,022,284
1
1
Series seed-2 shares of 0.0000001p each
13,355,831
13,355,831
1
1
23,378,115
23,378,115
2
2
Issued and fully paid
Series seed-1 shares of 0.0000001p each
10,022,284
10,022,284
1
1
Series seed-2 shares of 0.0000001p each
13,355,831
11,560,693
1
1
23,378,115
21,582,977
2
2
Preference shares classified as equity
2
2
Total equity share capital
3
3
Reconciliation of movements during the year:
Ordinary
Series seed-1
Series seed-2
Number
Number
Number
At 1 January 2024
30,000,000
10,022,284
11,560,693
Issue of fully paid shares
-
-
1,795,138
At 31 December 2024
30,000,000
10,022,284
13,355,831
11
Share premium account
2024
2023
US$
US$
At the beginning of the year
4,722,541
Issue of new shares
500,000
4,722,541
At the end of the year
5,222,541
4,722,541
12
Capital risk management
The company is not subject to any externally imposed capital requirements.
MOHOLD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
13
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.
2024
2023
US$
US$
Short-term employee benefits
289,933
167,368
Other transactions with related parties
The following amounts were outstanding at the reporting end date:
2024
2023
Amounts due to related parties
US$
US$
Subsidiaries
4,561
The following amounts were outstanding at the reporting end date:
2024
2023
Amounts due from related parties
US$
US$
Subsidiaries
6,263
-
14
Directors' transactions
During the year, the Company paid certain expenses on behalf of the directors. These expenses were incurred wholly and exclusively for the purposes of the Company’s trade and formed part of the normal course of business. No amounts were outstanding at the year end. No personal benefit accrued to the directors from these payments.
15
Controlling party
The Company is jointly controlled by its shareholder-directors, Nathaniel Heller and Sjoerd Nikkelen, together with Geneva ST PTY Limited, by virtue of their collective shareholdings and voting rights. No individual party has sole control over the Company. Accordingly, there is no single ultimate controlling party.
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