Genba Digital Limited
Annual Report and Financial Statements
For the year ended 31 December 2024
Company Registration No. 09491005 (England and Wales)
Genba Digital Limited
Company Information
Directors
U Akpinar
J A M Merks
Company number
09491005
Registered office
Crane Building
22 Lavington Street
London
SE1 0NZ
Auditor
Moore Kingston Smith LLP
Charlotte Building
17 Gresse Street
London
W1T 1QL
Genba Digital Limited
Contents
Page
Strategic report
1 - 4
Directors' report
5 - 6
Independent auditor's report
7 - 10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Notes to the financial statements
14 - 26
Genba Digital Limited
Strategic Report
For the year ended 31 December 2024
Page 1
The directors present the strategic report for the year ended 31 December 2024.
The principal activity of the company is as a technology-based distribution partner between digital video games producers and online retailers. The business combines a cloud-based market-leading technology stack with a wraparound product management and marketing service to effectively manage product launch and promotional sales campaigns between more than 150 content creators and a network in excess of 300 digital sales channels. The company works with many of the world's top 10 video games publishers and some of the largest global online retail channels.
Fair review of the business
For the year under review, the overall profit for the period before tax was £4,623,730 (2023: £5,270,600), which the Directors consider a very positive result as continued profitable growth was achieved.
Financial Highlights which include our financial key performance indicators are as follows:
- Turnover for the year of £110,328,686 was up from £104,668,517 (up 5%) on 2023
- Gross profit of £10,418,939 up from £9,356,271 (up 11%) on 2023
- Operating profit of £4,632,624 down from £5,303,169 (down 13%) on 2023
- Profit before tax of £4,623,730 was down from £5,270,600 (down 12%) on 2023
The company's net assets have decreased from £8,317,190 to £2,234,450 because of a dividend distribution during the year. Cash balances at the year-end have increased from £5,896,477 to £6,738,384.
Non- financial key performance indicators are included below.
Growth
Over the course of the 12-month period, the company grew by using several levers. Firstly, the number of publisher relationships for distributing content grew to almost 231 by the end of 2024 with a 17% increase of new Publishers signed compared to 2023 plus the scope of the geographical distribution rights expanded, with most agreements covering global distribution.
Secondly, the number of (direct and indirect affiliate) sales channels grew to over 500, covering more than 200 countries across the globe - increasing the penetration in ASIA, Europe and North America.
Thirdly, the number of relationships between the existing GENBA network increased enormously. Monthly unique promotional relationships (a proxy for the scale of sales campaigns) continue to grow driving the higher turnover in 2024.
There were more than 16m units sold in the 12 months of 2024. Promotional sales continued to perform strongly while we also achieved an increase in new release sales.
Being part of the wider Azerion Group (Azerion Group NV), has enabled Genba to offer additional services to the market via advertising campaigns to improve awareness, sales and data analytics for our partners. This opportunity has been growing within the games industry with the first campaigns being driven in December 2022 and continuing the stride in 2024.
As the Genba business consolidates further into the Azerion network, a new Azerion London office was opened in November 2022 in London which now includes Genba within this building. This move has made for a more cost effective solution for the Azerion Group and Genba, bringing further benefits to the employees.
Genba Digital Limited
Strategic Report (Continued)
For the year ended 31 December 2024
Page 2
Principal Risks and Uncertainties
The company's customer base is concentrated within the gaming industry, and consequently, the principal risk to the business is posed by a potential reduction in demand, both in the UK and abroad of the sale of digital content via third parties.
An area of uncertainty is the future business model of Valve who supply the Steam keys for 3rd party distribution. Should they restrict or charge for Steam keys, this would have a detrimental effect on Genba's ability to service the market.
The dedicated account management team ensures that the company remains close to its clients and their changing demands within the digital video games and software industries.
The main technological risk is that the GENBA platform could become obsolete or develop significant technical debt. The investment of the Genba inhouse technical resources and the additional resources from the acquiring company, Azerion, will ensure that the GENBA platform remains amongst best in class and can handle the demands of clients across the globe from a volume, efficiency, resilience and security perspective.
The Company has budgetary and financial reporting procedures, supported by Key Performance Indicators (KPI's) to manage credit, liquidity and other financial risk.
As Genba continues to grow its business, the debt management becomes an increased focus in order to reduce risk via the implementation of more stringent credit controls with our eTailers.
Given that the company principal activity is to collect large amounts of royalty payments from across the globe on a monthly basis, the company is exposed to some exchange rate risk as royalty amounts collected in one of three currencies don't always match the payments in each currency. The company uses natural hedging to limit this potential financial risk.
As Genba continues to grow its business, the debt management becomes an increased focus in order to reduce risk via the implementation of more stringent credit controls with our eTailers.
Given that the company principal activity is to collect large amounts of royalty payments from across the globe on a monthly basis, the company is exposed to some exchange rate risk as royalty amounts collected in one of three currencies don't always match the payments in each currency. The company uses natural hedging to limit this potential financial risk.
Research and Development
In the period under review, the GENBA platform technology that manages the secure distribution of digital content across the globe in real time has proven resilient since its upgrade in 2021.
The platform continues to manage millions of transactions a month while delivering a secure method of key storage and delivery. Constant KPI reviews and investment have been made on the platform throughout 2023 in order to ensure the relevance and integrity.
Genba Digital Limited
Strategic Report (Continued)
For the year ended 31 December 2024
Page 3
Section 172 Statement
Section 172 of The Companies Act 2006 states that a director of a company must act in the way it considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole. In doing so a director of a company must have regard (amongst other matters) to:-
The likely consequences of any decision in the long term;
The interests of the company’s employees;
The need to foster the company’s business relationships with suppliers, customers and others;
The impact of the company’s operations on the community and the environment;
The desirability of the company maintaining a reputations for high standards of business conduct;
The need to act fairly as between members of the company.
The Board reviewed their current approach to corporate governance and decision making, engagement with stakeholders and the Company’s impact on the environment. The following summarises how the company’s Board fulfils its duties under Section 172.
Decision Making
The Board fulfils its duties to act in good faith to promote the success of the company through its implementation of Genba Digital’s growth strategy. Our ambition is to make Genba the worlds leading provider of digital PC content, outside of first party platforms such as steam and Epic.
The company strategy allows us to be competitive, flexible and resilient whilst responding to the ever changing landscape of the digital gaming world.
Employee Engagement
Our workforce is our most valuable asset. The company invests in training, coaching, and skills acquisition. Personal development of our employees is a key pillar of the Company’s strategy. We aim to be a responsible employer in our approach to the pay and benefits of employees. The wellbeing of our employees is one of the primary considerations in the way we do business.
Business Relationships
The Board engages with a variety of stakeholders, including customers and suppliers, to inform and enable balanced decisions that incorporate multiple viewpoints, whilst maintaining the Company’s Strategy. In making decisions the Board considers outcomes from engagements with stakeholders as well as the importance of maintaining the Company’s integrity, brand and reputation.
Community and Environment
With Genba being part of the wider Azerion N.V group, our values and initiatives align with the CSR strategy of the group. Initiatives include:
Volunteering work for charities and various other not for profit organisations
Being part of the Dutch Dream foundation, which looks to empower young entrepreneurs and help them on their growth journeys
The path to becoming a carbon neutral group. A cherry orchard was planted in Turkey to help offset the groups carbon footprint. Further similar initiatives will begin to be put in place over the coming years to help the group achieve this goal.
Genba Digital Limited
Strategic Report (Continued)
For the year ended 31 December 2024
Page 4
Culture and values
The company’s culture is characterised by clear responsibility, mutual respect and trust. Lawful conduct and fair competition are integral to its business activities and an important condition for maintaining a reputation for high standards of business conduct securing long term success. The company is focused on people, with both customers and employees being at the heart of its business. The company embraces diversity, flexibility, sustainability and continuous improvement throughout the organisation. The company has a customer centric philosophy with transparent, fair and simple processes. The Board and senior management have taken active steps to drive cultural change and to ensure corporate strategy and customer orientation principles and values are embraced across the organisation.
U Akpinar
Director
7 June 2024
Genba Digital Limited
Directors' Report
For the year ended 31 December 2024
Page 5
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company is disclosed in the strategic report.
Results and dividends
The results for the year are set out on page 11.
Ordinary dividends were paid amounting to £10,000,000 (2023: £nil). The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
U Akpinar
J A M Merks
Engagement with others
Throughout 2024, the Genba business continually reviewed the work processes and demands on the teams to ensure best practises are being implemented and maintained.
The Commercial teams have built great working relationships with suppliers and content sellers while the operations/finance teams ensure the smooth running of the Genba functions. KPIs were in place for employees to monitor and benchmark the company goals.
Employees welfare is kept at the forefront of decision making with additional company benefits being offered to employees.
Genba has continued to work with UKIE within the UK to help drive the games industry and ensure environmental, economic, etc, standards are being worked towards in line with UK Government targets and legislation.
Auditor
In accordance with the company's articles, a resolution proposing that Moore Kingston Smith LLP be reappointed as auditor of the company will be put at a General Meeting.
Energy and carbon report
The company is part of the wider group headed by Azerion Group B.V., and disclosures relating to emissions, energy consumption and energy efficiency activities are reported in the publicly available consolidated financial statements.
Genba Digital Limited
Directors' Report (Continued)
For the year ended 31 December 2024
Page 6
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
U Akpinar
Director
7 June 2025
Genba Digital Limited
Independent Auditor's Report
To the Members of Genba Digital Limited
Page 7
Opinion
We have audited the financial statements of Genba Digital Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Genba Digital Limited
Independent Auditor's Report (Continued)
To the Members of Genba Digital Limited
Page 8
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Genba Digital Limited
Independent Auditor's Report (Continued)
To the Members of Genba Digital Limited
Page 9
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Genba Digital Limited
Independent Auditor's Report (Continued)
To the Members of Genba Digital Limited
Page 10
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Jamie Seaford
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP
17 June 2025
Chartered Accountants
Statutory Auditor
Charlotte Building
17 Gresse Street
London
W1T 1QL
Genba Digital Limited
Statement of Comprehensive Income
For the year ended 31 December 2024
Page 11
2024
2023
Notes
£
£
Turnover
3
110,328,686
104,668,517
Cost of sales
(99,909,747)
(95,312,246)
Gross profit
10,418,939
9,356,271
Administrative expenses
(5,786,315)
(4,053,102)
Operating profit
4
4,632,624
5,303,169
Interest receivable and similar income
8
19,199
Interest payable and similar expenses
9
(28,093)
(32,569)
Profit before taxation
4,623,730
5,270,600
Tax on profit
10
(706,470)
(1,081,621)
Profit for the financial year
3,917,260
4,188,979
The Profit and Loss Account has been prepared on the basis that all operations are continuing operations.
Genba Digital Limited
Balance Sheet
As at 31 December 2024
Page 12
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
12
820,737
608,293
Tangible assets
13
18,838
26,415
839,575
634,708
Current assets
Debtors
14
34,523,798
39,788,106
Cash at bank and in hand
6,738,384
5,896,477
41,262,182
45,684,583
Creditors: amounts falling due within one year
15
(39,863,775)
(37,995,497)
Net current assets
1,398,407
7,689,086
Total assets less current liabilities
2,237,982
8,323,794
Provisions for liabilities
Deferred tax liability
16
(3,532)
(6,604)
(3,532)
(6,604)
Net assets
2,234,450
8,317,190
Capital and reserves
Called up share capital
18
1,764
1,764
Share premium account
1,178,817
1,178,817
Profit and loss reserves
1,053,869
7,136,609
Total equity
2,234,450
8,317,190
The financial statements were approved by the board of directors and authorised for issue on 7 June 2025 and are signed on its behalf by:
U Akpinar
Director
Company Registration No. 09491005
Genba Digital Limited
Statement of Changes in Equity
For the year ended 31 December 2024
Page 13
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023
1,764
1,178,817
2,947,630
4,128,211
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
4,188,979
4,188,979
Balance at 31 December 2023
1,764
1,178,817
7,136,609
8,317,190
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
3,917,260
3,917,260
Dividends
11
-
-
(10,000,000)
(10,000,000)
Balance at 31 December 2024
1,764
1,178,817
1,053,869
2,234,450
Genba Digital Limited
Notes to the Financial Statements
For the year ended 31 December 2024
Page 14
1
Accounting policies
Company information
Genba Digital Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Crane Building, 22 Lavington Street, London, United Kingdom, SE1 0NZ.
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.
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. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Azerion Group N.V, a company registered in the Netherlands. These consolidated financial statements are available from its from its website, https://www.azerion.com.
Genba Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 15
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.
The company made a profit after tax of £3,917,260 (2023: £4,188,979) during the year and had net assets of £2,234,450 (2023: £8,317,190) as at 31 December 2024. The company has sufficient working capital to enable it to continue to trade and meet its liabilities as they fall due for at least the next twelve months from the date of approval of the financial statements.
The directors have prepared detailed forecasts for the company's future cash requirements and are satisfied that the company will be able to continue to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of the financial statements. The company’s parent has also confirmed their ongoing support in relation to existing finance for the business for a period of at least 12 months from the date of approval of these financial statements. Accordingly the company continues to adopt the going concern basis in the preparation of the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred to the total estimated contract costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.5
Intangible fixed assets other than goodwill
Intangible assets are development costs that have been capitalised as they relate to IT systems being used to generate income in the future.
Intangible assets are originally measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
Development costs
33% on reducing balance
The annual amortisation charge for intangible assets is sensitive to changes in the estimated lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually.
In assessing the amortisation policy for the intangible fixed assets management have made their best estimate of the useful economic life of the asset.
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Genba Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 16
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Computer equipment
33% on reducing balance
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.8
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.
1.9
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.
Genba Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 17
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.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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.
Genba Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 18
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.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.10
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.
1.11
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 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.
Genba Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 19
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.
1.12
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 stock or fixed 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.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.15
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 profit or loss.
Genba Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 20
2
Judgements and key sources of estimation uncertainty
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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The Directors do not deem there to be any critical judgements and accounting estimates.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Collections
100,033,448
95,521,134
Service charges
10,259,349
9,081,876
Other income
35,889
65,507
110,328,686
104,668,517
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
2,157,204
2,828,149
Europe
81,801,340
84,905,249
Rest of the World
26,370,142
16,935,119
110,328,686
104,668,517
2024
2023
£
£
Other significant revenue
Interest income
19,199
-
Genba Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 21
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
1,198,253
(584,293)
Depreciation of owned tangible fixed assets
7,577
8,574
Amortisation of intangible assets
113,243
158,791
Operating lease charges
116,275
138,445
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
30,000
26,750
For other services
Taxation compliance services
6,275
All other non-audit services
12,500
7,200
12,500
13,475
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Office and administration
17
19
Directors
-
1
Total
17
20
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
2,231,980
1,576,885
Social security costs
79,478
141,265
Pension costs
30,643
36,554
2,342,101
1,754,704
Genba Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
6
Employees
(Continued)
Page 22
Included in the total wages and salaries figure above are staff wages totalling £1,630,735 (2023: £601,101) recharged from other group companies.
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
182,187
Company pension contributions to defined contribution schemes
-
3,399
185,586
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0 (2023 - 1).
Included in the prior year figure is £30,000 paid to a former director as part of a settlement agreement entered into in the prior year. There was no payment in the 2024 financial year.
The directors are remunerated elsewhere within the group.
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
19,199
9
Interest payable and similar expenses
2024
2023
£
£
Other interest
28,093
32,569
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
1,159,372
1,080,981
Adjustments in respect of prior periods
(449,830)
Total current tax
709,542
1,080,981
Genba Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
10
Taxation
2024
2023
£
£
(Continued)
Page 23
Deferred tax
Origination and reversal of timing differences
(3,072)
640
Total tax charge
706,470
1,081,621
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
4,623,730
5,270,600
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
1,155,933
1,239,724
Tax effect of expenses that are not deductible in determining taxable profit
367
5,637
Tax effect of income not taxable in determining taxable profit
(12,900)
Adjustments in respect of prior years
(449,830)
Group relief
(151,480)
Deferred tax adjustment
640
Taxation charge for the year
706,470
1,081,621
11
Dividends
2024
2023
£
£
Final paid
10,000,000
Genba Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 24
12
Intangible fixed assets
Development costs
£
Cost
At 1 January 2024
1,003,456
Additions
325,687
At 31 December 2024
1,329,143
Amortisation and impairment
At 1 January 2024
395,163
Amortisation charged for the year
113,243
At 31 December 2024
508,406
Carrying amount
At 31 December 2024
820,737
At 31 December 2023
608,293
13
Tangible fixed assets
Computer equipment
£
Cost
At 1 January 2024 and 31 December 2024
78,576
Depreciation and impairment
At 1 January 2024
52,161
Depreciation charged in the year
7,577
At 31 December 2024
59,738
Carrying amount
At 31 December 2024
18,838
At 31 December 2023
26,415
Genba Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 25
14
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
6,694,008
7,870,655
Amounts owed by group undertakings
27,546,178
31,749,961
Other debtors
182,411
99,629
Prepayments and accrued income
101,201
67,861
34,523,798
39,788,106
15
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
34,146,795
31,852,860
Amounts owed to group undertakings
4,140,426
4,238,216
Corporation tax
1,159,372
1,080,981
Other taxation and social security
63,896
130,087
Other creditors
2,289
Accruals and deferred income
353,286
691,064
39,863,775
37,995,497
16
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
4,710
6,604
Retirement benefit obligations
(1,178)
-
3,532
6,604
2024
Movements in the year:
£
Liability at 1 January 2024
6,604
Credit to profit or loss
(3,072)
Liability at 31 December 2024
3,532
Genba Digital Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 26
17
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
30,643
36,554
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
18
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.1p each
1,764,122
1,764,122
1,764
1,764
19
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
24,000
20
Related party transactions
The company has taken the exemption to disclose related party transactions with companies under the same control in accordance with FRS 102 - Section 33 "Related Party Disclosures."
21
Ultimate controlling party
The immediate parent company is Azerion Tech Holding B.V., which is registered at Boeing Avenue 30, 1119 PE, Schipol-Rijk, The Netherlands.
The ultimate parent company is Azerion Group N.V., which is registered at Boeing Avenue 30, 1119 PE, Schipol-Rijk, The Netherlands.
There is no ultimate controlling party.
Azerion Group N.V. is the smallest and largest group for which consolidated financial statements including the company are prepared. The consolidated financial statements of Azerion Group N.V. are available from its website, https://www.azerion.com.
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