Company Registration No. 09412530 (England and Wales)
GOJOKO MARKETING LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
PAGES FOR FILING WITH REGISTRAR
GOJOKO MARKETING LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
GOJOKO MARKETING LTD
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
3
8,737,338
4,760,008
Tangible assets
4
112,722
81,303
Investments
5
7,116,561
3,173,535
15,966,621
8,014,846
Current assets
Debtors
6
759,433
942,305
Cash at bank and in hand
187,170
266,660
946,603
1,208,965
Creditors: amounts falling due within one year
7
(14,831,883)
(5,999,887)
Net current liabilities
(13,885,280)
(4,790,922)
Total assets less current liabilities
2,081,341
3,223,924
Creditors: amounts falling due after more than one year
8
(14,226)
(24,171)
Provisions for liabilities
9
(143,216)
Net assets
2,067,115
3,056,537
Capital and reserves
Called up share capital
355
355
Share premium account
2,543,677
2,543,677
Other reserves
26,424
26,424
Profit and loss reserves
(503,341)
486,081
Total equity
2,067,115
3,056,537
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 26 June 2025 and are signed on its behalf by:
T Gruber
Director
Company Registration No. 09412530
GOJOKO MARKETING LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
1
Accounting policies
Company information
Gojoko Marketing Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 30 Churchill Place, London, England, E14 5RE.
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 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.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
The company incurred losses during and after the reporting period and had net current liabilities of £13,885,280 at the year-end. Following the year-end, as described in note 13, the new immediate parent company subscribed for ordinary shares at a total subscription price of £13,000,000, of which £12,573,076 was used to repay an amount owed to a company under common control.
The company is reliant on one customer, which is a company under common control, for its source of revenue. This company has obtained financial support from that company under common control to enable the company to continue trading at its current level for the foreseeable future.
In its most recent financial statements that company under common control itself has disclosed a material uncertainty over its ability to continue as a going concern.
Accordingly, the directors consider that there is a material uncertainty that may cast doubt on this company’s ability to continue as a going concern. Notwithstanding the uncertainty, the directors have a reasonable expectation that the company will have adequate resources to continue in operational existence for at least twelve months from the date of approval of these financial statements and thus consider it appropriate to continue adopting the going concern basis in preparing 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.
Revenue relates to IT services and income received on investments held in the credit unions, accounted for on an accruals basis.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
GOJOKO MARKETING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 3 -
Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Software
20% Straight Line
Intangible assets under development
Not currently being amortised
The intangible assets under development relate to a credit card platform in development but not yet in use.
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Fixtures, fittings and equipment
50% 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.
1.6
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
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.
1.8
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.
GOJOKO MARKETING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 4 -
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 and bank loans, 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.
1.9
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.
1.10
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.
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.
1.11
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.
GOJOKO MARKETING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 5 -
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
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.
1.14
Government grants
Government grants, which include amounts received from the Bounce Back Loan Scheme that cover interest and fees payable to the lender, are recognised at the fair value of the grant received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received. The income is recognised in other income on a systematic basis over the period in which the associated costs are incurred, using the accrual model.
Government grants include a local authority grant received which has been accounted for on an accruals basis.
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.
1.16
Other reserves relate to capital contributed by the shareholders during the year-ended 31 May 2017 in order to strengthen the company's capital base. These reserves are considered to be distributable.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
17
13
GOJOKO MARKETING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 6 -
3
Intangible fixed assets
Software
Intangible assets under development
Total
£
£
£
Cost
At 1 April 2023
4,704,985
1,310,769
6,015,754
Additions
3,569,287
2,156,345
5,725,632
Disposals
(1,543,492)
(1,543,492)
Transfers
159,694
159,694
At 31 March 2024
6,730,780
3,626,808
10,357,588
Amortisation and impairment
At 1 April 2023
1,255,746
1,255,746
Amortisation charged for the year
1,234,156
1,234,156
Disposals
(869,652)
(869,652)
At 31 March 2024
1,620,250
1,620,250
Carrying amount
At 31 March 2024
5,110,530
3,626,808
8,737,338
At 31 March 2023
3,449,239
1,310,769
4,760,008
During the year, £159,694 of intangible assets under development were transferred from a company under common control.
4
Tangible fixed assets
Fixtures, fittings and equipment
£
Cost
At 1 April 2023
195,174
Additions
134,004
Transfers
61,074
At 31 March 2024
390,252
Depreciation and impairment
At 1 April 2023
113,871
Depreciation charged in the year
102,585
Transfers
61,074
At 31 March 2024
277,530
Carrying amount
At 31 March 2024
112,722
At 31 March 2023
81,303
GOJOKO MARKETING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
4
Tangible fixed assets
(Continued)
- 7 -
During the year, £61,074 of tangible assets were transferred from a company under common control.
5
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
3,928
3,928
Participating interests - Deferred shares
7,112,633
3,169,607
7,116,561
3,173,535
Movements in fixed asset investments
Shares in group undertakings
Deferred shares
Total
£
£
£
Cost or valuation
At 1 April 2023
3,928
3,169,607
3,173,535
Additions
-
4,865,000
4,865,000
At 31 March 2024
3,928
8,034,607
8,038,535
Impairment
At 1 April 2023
-
-
-
Impairment losses
-
921,974
921,974
At 31 March 2024
-
921,974
921,974
Carrying amount
At 31 March 2024
3,928
7,112,633
7,116,561
At 31 March 2023
3,928
3,169,607
3,173,535
The company holds £8,034,607 of deferred shares at the year-end date (2023: £3,169,607) with a coupon rate of either 4.5% or 17%. During the year, impairment losses of £921,974 have been recognised.
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Corporation tax recoverable
176,564
18,630
Amounts owed by group undertakings
38,374
86,823
Other debtors
160,176
85,535
Prepayments and accrued income
384,319
751,317
759,433
942,305
GOJOKO MARKETING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -
7
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans
10,648
10,648
Trade creditors
524,321
685,496
Taxation and social security
412,897
216,282
Other creditors
13,362,696
4,497,119
Accruals and deferred income
521,321
590,342
14,831,883
5,999,887
Included in other creditors is an amount of £13,368,966 (2023: £4,496,102) owed to companies under common control. £12,573,076 has been repaid following the year-end.
8
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans and overdrafts
14,226
24,171
9
Provisions for liabilities
2024
2023
£
£
Deferred tax liabilities
10
143,216
10
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
-
360,705
Tax losses
-
(217,489)
-
143,216
11
Audit report 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 was unqualified.
GOJOKO MARKETING LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
11
Audit report information
(Continued)
- 9 -
The senior statutory auditor was Mandy Janes.
The auditor was HW Fisher Audit.
12
Financial commitments, guarantees and contingent liabilities
The company is a guarantor to a £50m facility held by a company under common control. The charges include a fixed charge, floating charge and negative pledge over the assets of the company.
The company is currently involved in ongoing litigation with a third party. Whilst the outcome remains uncertain and no provision has been recognised, the Directors consider that the likelihood of a material settlement is not probable. The Company will continue to monitor the case, but at present it is not possible to reliably estimate any financial impact.
13
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:
2024
2023
£
£
1,145,010
65,411
14
Events after the reporting date
As at the year-end, there was no ultimate controlling party. Following the year-end, CL MC Finance UK SARL have subscribed for 588,641 ordinary shares of £0.001 each at a total subscription price of £13m. As a result, CL MC Finance UK SARL, an entity incorporated in Luxembourg whose registered office is 5 Rue de Strasbourg, L-2561, Luxembourg, Grand Duchy of Luxembourg, has become the immediate parent company of Gojoko Marketing Ltd. The ultimate parent company has become CL V Ventures Offshore LLC, a limited liability company registered in Delaware, USA.
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