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Registered number: 09486089
HYPHEN TRADING LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2024
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HYPHEN TRADING LIMITED
REGISTERED NUMBER: 09486089
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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HYPHEN TRADING LIMITED
REGISTERED NUMBER: 09486089
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
The Company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 10 form part of these financial statements.
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HYPHEN TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Hyphen Trading Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 09486089 and the registered office address is 4th Floor, Millbank Tower, 21-24 Millbank, London SW1P 4QP.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.
The financial statements are prepared in US Dollars, rounded to the nearest $1.
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.
The following principal accounting policies have been applied:
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Financial Reporting Standard 101 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
- paragraph 73(e) of IAS 16 Property, Plant and Equipment;
- paragraph 118(e) of IAS 38 Intangible Assets;
- paragraphs 76 and 79(d) of IAS 40 Investment Property; and
∙the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
∙the requirements of paragraph 88C and 88D of IAS 12 Income Taxes.
This information is included in the consolidated financial statements of RB International (UK) Limited as at 31 December 2024 and these financial statements may be obtained from Companies House.
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HYPHEN TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
After making enquiries, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Metals trading
Hyphen Trading Limited is a commodity trading business which trades in metal futures. Revenue from the trade in these derivatives is represented by both realised and mark to market profits on the trades conducted during the year and of those contracts held at year end. Turnover is presented on a net basis as the gains and losses arise from a group of similar transactions which are aggregated by means of a netting arrangement in place with the company's brokers.
Reverse repurchase agreements
Hyphen Trading Limited enters into reverse repurchase agreements for metals whereby the company purchases metal from a counter party at a discount to market price, with an agreement to resell equivalent metal at a future agreed date. The legal title of the inventory is therefore transferred to Hyphen Trading Ltd upon entry into the transaction. The company trades metal futures through the London Metal Exchange (“LME”) to hedge its exposure to any movements in the price of the metal, for the period that it has legal title. Revenue is represented by the discount to market price and any arrangement fees on repurchase agreements.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
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HYPHEN TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Inventories are stated at the fair market value with movements going through profit and loss. The company has derivative financial instruments in the form of forward contracts through the London Metal Exchange for the sale of these inventories in the next financial year and therefore the fair market value is derived from these contracts. Inventory may be sold as part of a reverse repurchase agreement (a “reverse repo”). Such inventory is retained on the balance sheet when substantially all the risks and rewards of ownership remain with the Company.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
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Reverse repurchase agreement policy
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The company enters into reverse repurchase agreements for metals in which the company has an agreement with the counter party to resell the metal at a future agreed date. The legal title of the inventory is transferred to Hyphen Trading Limited upon entry into the transaction. The financial liability is measured at fair value which represents the market value of the underlying inventory, which is linked to the LME price of the underlying metal at the balance sheet date. Management has noted that there is an embedded derivative within the contractual arrangement linked to the variability of the ultimate price that would be paid. This embedded derivative is not deemed separable to the overall contract and its value is included within the overall value of the underlying liability.
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HYPHEN TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Fair value through profit or loss
All of the Company's financial assets other than those which meet the criteria to be measured at amortised cost are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset.
Debt instruments at amortised cost
Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and selling the financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest method and represents the amount measured at initial recognition less repayments of principal plus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.
Impairment of financial assets
The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.
Financial liabilities
Fair value through profit or loss
Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part
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HYPHEN TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.
At amortised cost
Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.
Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.
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The Company has no employees other than the directors, who did not receive any remuneration (2023 - $NIL).
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In 2024, the company converted a receivable from Darrow Global Limited to an investment following a restructuring process. The company currently holds 2.7% of Mongold Holding Limited.
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HYPHEN TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Amounts owed by group undertakings
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During the year, Hyphen Trading Limited converted the receivable from Darrow Global Limited into equity. This resulted in an investment in Mongold Holdings Limited.
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Cash and cash equivalents
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HYPHEN TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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Share capital treated as debt
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On 6 June 2019, following duly passed written resolutions of the Company pursuant to section 288 of the Companies Act 2006, (i) new articles of association were adopted, in substitution for and to the exclusion of the existing articles of association and, (ii) in accordance with section 551 of the Companies Act 2006, the directors were generally and unconditionally authorised to allot up to 15,789,900 redeemable preference shares of £0.01, each having the rights and being subject to the restrictions set out in the new articles of association.
Following this, the Company issued 15,789,900 redeemable preference shares to RB International Limited (UK), its ultimate parent company. During the financial year, 7,894,950 shares were redeemed for a value of $11,400,000 in respect of accumulated dividend and redemption of preference shares.
In respect of any financial year, the holders of the redeemable preference shares will be entitled to receive a cumulative preferential dividend at the rate of 3% per annum on the Subscription Amount, classified as finance cost in the Profit and Loss statement, and the shares will be redeemed upon the earlier of a date determined by the Board; or the twentieth anniversary of the issue date. The holders of the redeemable preference shares will not have voting rights at a general meeting of the Company. The Company shall not redeem or pay any amount due on any of the redeemable preference shares to the extent that to do so would constitute a breach of any financing agreement to which the Company is a party or until such time as the Directors are able to resolve that the Company has no other liabilities to satisfy.
The dividend payment date shall be 1 June each year until redemption at which time the preference share capital shall be repaid together with any unpaid cumulative dividend. The cumulative dividend balance at 31 December 2024 is $200,000 (2023 - $1,200,000). During the year, $200,000 (2023 - $18,000) has been accrued at a rate of 3% per annum on the cumulative dividend due at the beginning of the reporting period and has been charged to the profit and loss.
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HYPHEN TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Shares classified as equity
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Allotted, called up and fully paid
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1 (2023 - 1) Ordinary share of £1.00
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Shares classified as debt
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Allotted, called up and fully paid
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7,894,950 (2023 - 15,789,900) Preference shares shares of £0.01 each
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Related party transactions
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Included within creditors is an amount of $2,500,000 (2023 - $2,500,000) owed to TFB (Mortgages) DAC, a company under common control; during the year interest of $167,195 (2023 - $539,215) was charged on the balance due which has been included in interest payable within the statement of comprehensive income.
Hyphen Trading Limited has taken advantage of the exemption under FRS 101 paragraph 8(k) not to disclose information about transactions entered into between two or more members of the group where any subsidiary which is a party to the transactions is wholly owned by such a member.
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The Company is a wholly-owned subsidiary of RB International (UK) Limited, its immediate and ultimate UK parent, a company incorporated in England & Wales, which is the holding company of the largest group in which the results of the Company are consolidated, details of which can be found at Companies House.
The ultimate parent undertaking is RB International Limited, a company registered in the British Virgin Islands. The registered address of RB International Ltd is 2nd Floor, O’Neal Marketing Associates Building, PO Box 3174, Wickham’s Cay II, Road Town, Tortola, British Virgin Islands.
There is no ultimate controlling party.
The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.
The audit report was signed on 24 December 2025 by Alexander Chrysaphiades, FCA (Senior statutory auditor) on behalf of Adler Shine LLP.
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