| JCH & PARTNERS LLP |
| Members' Report |
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| The members present their report and accounts for the year ended 31 December 2025. |
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| Principal activities |
| The principal activity of JCH & Partners LLP ("the LLP") is to act as holding vehicle for the partnership's investment in AEMP Limited, a Guernsey holding company. |
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| Review of the Business and Future Developments |
The LLP's loss on ordinary activities for the year was $19,743- mostly legal fees incurred. The details of the results for the year are set out on page 3.
During the year the LLP provided Shareholder loans totaling $4,350 to AEMP Limited. |
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| Policy with respect to members' drawings and subscription and repayment of members' capital |
| Members are permitted to make drawings in anticipation of profits which will be allocated to them. The amount of such drawings is set at the beginning of each financial year, taking into account the anticipated cash needs of the LLP. New members are required to subscribe a minimum level of capital and in subsequent years members are invited to subscribe for further capital, the amount of which is determined by the performance and seniority of those members. On retirement, capital is repaid to members. |
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| Subsequent Events |
| As a result of a decision made in 2024 by members not to continue funding AEMP Limited in future, JCH & Partners were diluted to 0.00024% of the shareholding in AEMP Limited by end of December 2025 as negotiations with the other shareholders of the latter were unsuccessful. |
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| Principal Risks and Uncertainties |
The main risk to address by the members is now to monitor and comply with governance matters. |
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| Members |
The members who held office during the year and at 31 December 2025 were Johan Hattingh (main member) (appointed 28 March 2018), Werner Stals (appointed 28 March 2018) and Jerome Booth (appointed 6 June 2018). There were three members at 31 December 2025.
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| Member's Allocations and Drawings |
Policies for member's drawings, subscriptions and repayment of members' capital are governed by the Limited Liability Partnership Deed dated 6 June 2018. In summary, if a member retires from the LLP, any capital that is standing to the credit of the capital account of that member shall be paid to him by the LLP not later than twenty days after cessation of membership. Member's capital is therefore classified as debt in these financial statements.
Member's profits and losses are allocated between them based on the terms of the Limited Liability Partnership Deed which provides for allocation of profits and losses in accordance with the member's respective profit share percentages, as defined in the Partnership Deed.
During the year members did not make any drawings. |
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| Going Concern |
Notwithstanding an investment loss reported in the previous financial year and the dilution of shareholding in AEMP Limited, the financial statements have been prepared on a going concern basis which the members consider to be appropriate for the following reasons.
The members have prepared cash flow forecasts for a period of at least 12 months from the date of approval of these financial statements which indicate that, taking account of reasonably possible downsides, the LLP will have sufficient funds, through its funding from the members, to meet its administrative liabilities as they fall due for 2026. |
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| This report was approved by the members on 30 August 2026 and signed on their behalf by: |
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| Johan Hattingh |
| Designated member |
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| JCH & PARTNERS LLP |
| Notes to the Accounts |
| for the year ended 31 December 2025 |
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| 1 |
Accounting policies |
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Basis of preparation |
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The accounts have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (as applied to small entities by section 1A of the standard) and the Statement of Recommended Practice (SORP), Accounting by Limited Liability Partnerships. |
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Turnover |
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Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. |
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Division of profits |
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Profits are treated as being available for discretionary division only if the LLP has an unconditional right to refuse payment of the profits of a particular year unless and until the members agree to divide them. Profits are otherwise automatically divided and included under Members’ remuneration charged as an expense in the profit and loss account. |
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Taxation |
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Taxation is not provided for in the accounts as taxation is the personal liability of the members. Any amounts held by the LLP on behalf of members in respect of their tax liabilities are treated as debts due to members. |
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Intangible fixed assets |
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Intangible fixed assets are measured at cost less accumulative amortisation and any accumulative impairment losses. |
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Tangible fixed assets |
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Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows: |
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Freehold buildings |
over 50 years |
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Leasehold land and buildings |
over the lease term |
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Plant and machinery |
over 5 years |
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Fixtures, fittings, tools and equipment |
over 5 years |
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Investments |
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Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account. |
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Stocks |
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Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first in first out method. The carrying amount of stock sold is recognised as an expense in the period in which the related revenue is recognised. |
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Debtors |
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Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts. |
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Creditors |
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Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method. |
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Provisions |
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Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably. |
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Members' capital |
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Members' capital is classified as debt and not equity if there is a contractual obligation for the LLP to repay the capital to members, even if that obligation is conditional. |
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Foreign currency translation |
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Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss. |
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Leased assets |
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A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases. The rights of use and obligations under finance leases are initially recognised as assets and liabilities at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments. Minimum lease payments are apportioned between the finance charge and the reduction in the outstanding liability using the effective interest rate method. The finance charge is allocated to each period during the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability. Leased assets are depreciated in accordance with the LLP's policy for tangible fixed assets. If there is no reasonable certainty that ownership will be obtained at the end of the lease term, the asset is depreciated over the lower of the lease term and its useful life. Operating lease payments are recognised as an expense on a straight line basis over the lease term. |
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Pensions |
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Contributions to defined contribution plans are expensed in the period to which they relate. |
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| 2 |
Cash |
2025 |
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2024 |
| $ |
$ |
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Cash at bank and in hand |
2325 |
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3403 |
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2,325 |
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3,403 |
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| 3 |
Employees |
2025 |
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2024 |
| Number |
Number |
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Average number of persons employed by the LLP |
0 |
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0 |
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| 4 |
Shareholder Loan |
2025 |
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2024 |
| $ |
$ |
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Loan Receivable |
3,862,805 |
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3,858,455 |
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Investment in Sunsidary |
166,546 |
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166,546 |
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4,029,351 |
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4,025,001 |
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In accordance with FRS 102, the shareholder loan has been treated as a financing transaction, |
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which shall be payments measured at the present value of the future discounted at a market instrument, |
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rate of interest for a similaradjusted for transaction costs. The above loan due from AEMP Limited |
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is unsecured,interest free and has yet to be redeemed. |
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| 5 |
Creditors: amounts falling due within one year |
2025 |
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2024 |
| $ |
$ |
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Other creditors |
19,850 |
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- |
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| 6 |
Creditors: amounts falling due after one year |
2025 |
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2024 |
| $ |
$ |
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Payabale to Arch Emerging Markets Partners Limited |
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36,983 |
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38,148 |
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| 7 |
Related Parties |
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The LLP and ARCH Emerging Markets Partners Limited, a UK registered company |
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together with African Rainbow Capital Pty Limited hold an investment in AEMP Limited |
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ARCH Emerging Markets Partners Limited. At year end the LLP owes $36,983 {2024: $38,148} to |
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ARCH Emerging Markets Partners Limited. |
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| 8 |
Subsequent events |
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A decision by the members of the LPP to scale back on their investments in AEMP Limited might |
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lead to a further readjustment of their holdings in 2026. |
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JCH & PARTNERS LLP is a limited liability partnership incorporated in England. Its registered office is: |
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6th Floor Basildon |
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House 7-11 Moorgate |
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London |
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EC2R 6AF |
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