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Registered number: 14356485
GEMBA EUROPE LIMITED
Financial Statements
For The Year Ended 30 June 2024
Paul Beare Ltd
Contents
Page
Balance Sheet 1
Statement of Changes in Equity 2
Notes to the Financial Statements 3—8
Page 1
Balance Sheet
Registered number: 14356485
30 June 2024 30 June 2023
Notes £ £ £ £
FIXED ASSETS
Tangible Assets 4 9,757 3,732
9,757 3,732
CURRENT ASSETS
Stocks 5 235,770 9,785
Debtors 6 316,968 113,330
Cash at bank and in hand 95,903 51,358
648,641 174,473
Creditors: Amounts Falling Due Within One Year 7 (452,675 ) (323,355 )
NET CURRENT ASSETS (LIABILITIES) 195,966 (148,882 )
TOTAL ASSETS LESS CURRENT LIABILITIES 205,723 (145,150 )
Creditors: Amounts Falling Due After More Than One Year 8 (739,709 ) -
NET LIABILITIES (533,986 ) (145,150 )
CAPITAL AND RESERVES
Called up share capital 9 100 100
Profit and Loss Account (534,086 ) (145,250 )
SHAREHOLDERS' FUNDS (533,986) (145,150)
These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Profit and Loss Account.
The financial statements were approved and signed by the director and authorised for issue on 
Mr Robert MILLS
Director
16/05/2025
The notes on pages 3 to 8 form part of these financial statements.
Page 1
Page 2
Statement of Changes in Equity
Share Capital Profit and Loss Account Total
£ £ £
As at 14 September 2022 100 - 100
Loss for the period and total comprehensive income - (145,250 ) (145,250)
As at 30 June 2023 and 1 July 2023 100 (145,250 ) (145,150)
Loss for the year and total comprehensive income - (388,836 ) (388,836)
As at 30 June 2024 100 (534,086 ) (533,986)
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Notes to the Financial Statements
1. General Information
GEMBA EUROPE LIMITED is a private company, limited by shares, incorporated in England & Wales, registered number 14356485 . The registered office is 49 Greek Street, London, W1D 4EG.
1.1 Reporting period
The results for the year ended 30th June 2024 represent a 365 day period from 1st July 2023 to 30th June 2024.
As the company was incorporated on 14th September 2022 and the prior year accounting reference date was set as 30th June 2023, therefore the prior year period represents a 290 day period.
As such, the results of the current year and prior period are not entirely comparable.
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
2.2. Going Concern Disclosure
These financial statements show a net liability position at the balance sheet date.
The company is in the early stages of establishing itself in the UK market and as such is expected to be loss making for the foreseeable future.
As disclosed in the notes to the accounts, the company plans to merge with Gemba EME Limited on 1st July 2025 and subsequently dissolve the company. 
Notwithstanding the above, the financial statements have been prepared on a going concern basis for the following reasons :
  • the merger is legally binding (or subject to final approvals) and is expected to complete as planned.
  • all operational activities will continue normally until the merger date.
  • the company has sufficient resources to meet its liabilities as they fall due up to the merger date.
  • no material uncertainties exist regarding the company’s ability to continue operating until dissolution.
  • all known liabilities will be settled upon dissolution, either by the company or the acquiring entity under the merger terms.
  • no significant restructuring costs or contingent liabilities are expected to arise from the merger.
  • the activities and trade of the company will continue in the new merged entity post 1st July 2025.
The director has concluded that the going concern basis remains appropriate, as the merger does not affect the company’s ability to trade or meet its obligations up to 1 July 2025.
The company has reviewed its funding requirements and with the continued support of its parent company and fellow group entities the company will be able to meet its liabilities and obligations as they fall due.
Based on the above assurances and reasons, these financial statements are prepared on the going concern basis.  
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2.3. Significant judgements and estimations
In the application of the company’s accounting policies, the director is 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.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Revenue recognition and work in progress
In assessing the correct amount of revenue to be recognised and the value of long-term contract balances, the company uses the percentage completion basis.  The company makes the best estimates of forecast costs where the amounts are unknown or disputed in order to assess the percentage completion of each case.
2.4. Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and 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.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
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, mainly in relation to contractual hourly staff rates as a proportion of total 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.
2.5. Tangible Fixed Assets and Depreciation
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
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:
Fixtures & Fittings 10% Straight Line
Computer Equipment 33% Straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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.
...CONTINUED
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2.5. Tangible Fixed Assets and Depreciation - continued
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.
2.6. Stocks and Work in Progress
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
2.7. 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.
2.8. Financial Instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments. 
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
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.
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.
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2.9. Employee Benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock of 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.
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
3. Average Number of Employees
The average monthly number of persons (including directors) employed by the company during the year was: 9 (2023: 9)
9 9
4. Tangible Assets
Fixtures & Fittings Computer Equipment Total
£ £ £
Cost
As at 1 July 2023 - 4,174 4,174
Additions 763 7,877 8,640
As at 30 June 2024 763 12,051 12,814
Depreciation
As at 1 July 2023 - 442 442
Provided during the period 13 2,602 2,615
As at 30 June 2024 13 3,044 3,057
Net Book Value
As at 30 June 2024 750 9,007 9,757
As at 1 July 2023 - 3,732 3,732
5. Stocks
30 June 2024 30 June 2023
£ £
Work in progress 235,770 9,785
6. Debtors
30 June 2024 30 June 2023
£ £
Due within one year
Trade debtors 262,776 45,101
Prepayments and accrued income 54,192 16,666
Other debtors - 51,563
316,968 113,330
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7. Creditors: Amounts Falling Due Within One Year
30 June 2024 30 June 2023
£ £
Trade creditors 54,038 34,697
Amounts owed to group undertakings - 255,309
Other creditors 354,764 29,165
Taxation and social security 43,873 4,184
452,675 323,355
8. Creditors: Amounts Falling Due After More Than One Year
30 June 2024 30 June 2023
£ £
Amounts owed to group undertakings 739,709 -
9. Share Capital
30 June 2024 30 June 2023
£ £
Allotted, Called up and fully paid 100 100
On incorporation 100 ordinary shares with a par value of £1 each were issued and fully paid at their par value.
10. Other Commitments
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows
30 June 2024 30 June 2023
£ £
Not later than one year 60,000 -
60,000 -
11. Post Balance Sheet Events
Post year end, the director has approved a plan to merge Gemba Europe Limited with Gemba EME Ltd on 1 July 2025, following which Gemba Europe Limited will be dissolved. The merger is subject to the necessary shareholder approval.
As a result of the merger:
  • No adjustments have been made to the carrying amounts of assets and liabilities as of 30 June 2024, as the transaction was not yet finalised.
  • The financial statements have been prepared on a going concern basis, as the company will continue its normal operations until the merger is completed.
Post-merger all assets and liabilities of Gemba Europe Limited will be transferred to Gemba EME Limited and the trade of the entity will be unaffected.
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12. Related Party Disclosures
Remuneration of Key management personnel
As the directors and key management personnel are deemed to be the same individuals, the company has taken advantage of the exemptions in FRS102 Section 33.7A and this information is presented in note 4 of the financial statements.
Other information
The company has taken advantage of the disclosure exemptions in FRS102 Section 33.1A not to disclose transactions entered into between members of a group as the subsidiary is wholly owned by its parent.
13. Controlling Parties
The immediate parent undertaking of the company is Tenka Group Pty Ltd, a company incorporated in Australia whose registered office is Level 3 4-14 Foster Street, Surrey Hills, New South Wales, Australia, 2010.
The directors are of the opinion that there is no one individual overall controlling party.
14. Audit Information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
Opinion
In our opinion the financial statements:
  • ·give a true and fair view of the state of the company's affairs as at 30 June 2024 and of its loss 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.
The auditors emphasised the following matter without qualifying their report:
We draw attention to note 2.2 of the financial statements, which describes the company’s planned merger and subsequent dissolution on 1 July 2025. The financial statements have been prepared on a going concern basis, as explained in the note.
The auditor's report was signed by Andrew Davis ACCA CTA FMAAT (Senior Statutory Auditor) for and on behalf of AMS Accountants Corporate Ltd , Statutory Auditor.
AMS Accountants Corporate Ltd
Floor 2
9 Portland Street
Manchester
M1 3BE
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