Registration number:
Tembo Money Limited
for the Period ended 30 November 2024
Tembo Money Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Tembo Money Limited
Company Information
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Directors |
REK Dana E Ross G Wright M-L F Golunska JF R De-Fougerolles J Watts E Robinson |
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Registered office |
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Auditors |
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Tembo Money Limited
Strategic Report for the period ended 30 November 2024
Introduction
Tembo Money (“Tembo”) operates a digital mortgage advice service which is primarily designed to help first time buyers buy a home.
On 1 February 2024, Tembo acquired Nude Finance Limited (which has been renamed to Tembo Savings Limited). Tembo Savings operates savings products which are primarily designed to help first time buyers build up enough deposit to enable them to buy a home.
The vision for the combined business is to develop a single platform to help customers save for their deposit and then buy and refinance their home.
Business Review
It has been a successful period for Tembo. Mortgage income increased by £4.3m in the period and the contribution from the acquisition of Tembo Savings (previously Nude Finance Ltd) contributed £0.8m to gross profits for the period 1 February 2024 to 30 November 2024. This demonstrates the continued demand for Tembo’s differentiated proposition.
The group loss for the period was £4.2m (2023: £2.5m) with net assets at the period end of £14.7m (2023: £3m). There is a significant focus on managing growth efficiently, with very close control of operating costs. Tembo has made significant progress towards achieving profitability and is operating in line with forecasts and the strategic plan.
Tembo Money Limited
Strategic Report for the period ended 30 November 2024
Principal Risks and Uncertainties
The key risks and uncertainties that the Group faces include:
Strategic
Tembo has a differentiated proposition, but operates in a competitive market. There is a risk that Tembo does not meet its projected growth targets due to increased competition. This could also be amplified if the company did not respond to macro issues such as interest rate movements and changes to government policy (eg house building). Tembo has a governance structure in place to review and monitor strategy and performance on an ongoing basis to mitigate these Strategic risks.
Operational
Tembo operates a robust technology platform and employs an expert team to deliver timely and professional customer service. There are operational risks associated with a technology business, particularly the impact of a tech incident or cyber attack that results in lost revenue, customer harm or reputational damage. There are also third party relationships with providers that need to be maintained and managed effectively. As the business grows there is also a risk that there are insufficient resources and capacity in place. Tembo has mitigated these risks by investing heavily, in advance, into both the technology platform and the team.
Regulatory & Legal
Tembo is authorised and regulated by the Financial Conduct Authority. There is a risk that failure to comply with regulations could lead to an impact on the future performance of the business. There are also risks specifically with regards to mortgage and insurance advice, GDPR and Consumer Duty. Tembo has a very robust governance framework in place to mitigate Regulatory risk. This includes quarterly third party audits of our Compliance and Risk function to ensure that our processes are robust and are being adhered to across the business.
Financial
Tembo is currently investing heavily in building a platform for future growth, meaning there is risk due to there being an ongoing cash funding requirement. There is a detailed forecast and cashflow in place to manage cash flows and there are clear plans in place to move to a cash generative position as the business grows.
These risks are all managed and discussed by the executive team and relevant committees, supported by the company risk register, on a regular basis and reported to board as appropriate.
Corporate Social Responsibility
Tembo is a mission-led business aiming to make home ownership easier for first-time buyers. Our core principles and values have been developed to reflect socially responsible business practices.
Future Development, Post Balance Sheet Event and Going Concern
Tembo has continued to grow in line with forecasts. It is the intention of the Directors to continue to scale the business in the coming year.
Tembo received Series B funding of £14m in November 2024, to enable it to continue to grow and develop the business. Having prepared and assessed detailed cash flow forecasts for a variety of different scenarios the Directors are satisfied that Tembo retains adequate resources to manage cash flow into the future. The accounts are therefore prepared on a going concern basis.
The Company is currently raising further investment from existing and new investors to fund the next phase of growth. The total expected investment amount is £15m and it is due to complete before the end of 2025. There have been no other significant post balance sheet events to report.
Tembo Money Limited
Strategic Report for the period ended 30 November 2024
Section 172(1) statement
The directors recognise that they have a duty to promote the success of Tembo Money Limited for all its members as a whole, having regards amongst other matters, the factors set out in section 172(1) (a) to (f) of the Companies Act 2006.
The likely consequences of any decision in the long term
The board is committed to the long-term preservation of Tembo as it looks to turn generation rent into generation buy, and by helping people achieve their most important financial goals in life.
The interests of the company's employees
Tembo is committed to the health and wellbeing of all employees, as demonstrated through individual training and wellbeing allowances, which are bespoke to the needs of each employee. Tembo's core values are factored into decision making related to employees.
The need to foster the company's business relationships with suppliers, customers and others
Tembo is dedicated to positive customer relationships, which can be demonstrated in part by 4.7/5 star reviews on Trustpilot. Tembo is also committed to building a strong partnership network with all suppliers, through being in regular contact with all key suppliers to ensure the relationships are successful for all parties.
The impact of the company's operations on the community and the environment
The board and executives are conscious of the impact Tembo can have on the community and the environment; Tembo's whole purpose is around addressing what we believe to be community issues of 'generation rent', financial wealth imbalance and access to financial services.
The desirability of the company maintaining a reputation for high standards of business conduct
The board, executives and all employees are committed to ensuring all engagement with stakeholders is based on the highest business standards and professional integrity. Any negative feedback from stakeholders in this regard is dealt with via the feedback loop outlined above.
The need to act fairly between members of the company
All members of the company are treated as equals. Tembo’s values and culture help to ensure this is the case, and there is fair transparency for all members through frequent updates.
Approved and authorised by the
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Tembo Money Limited
Directors' Report for the period ended 30 November 2024
The directors present their report and the for the period from 1 June 2023 to 30 November 2024.
Results and dividends
The loss for the 18 month period to 30 November 2024, after taxation, amounted to £4,252,055 (12 month period to 31 May 2023 - loss £2,508,100).
No ordinary dividends were paid. The directors do not recommend payment of a dividend.
Directors of the group
The directors who held office during the period and up to the date of this report were as follows:
Energy and carbon report
As the company has not consumed more than 40,000 kWh of energy in the reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emission, energy consumption or energy efficiency activities.
Disclosure of information to the auditor
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
• so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware, and
• the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditors are aware of that information.
Tembo Money Limited
Directors' Report for the period ended 30 November 2024
Reappointment of auditors
In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of AAB Audit & Accountancy Limited as auditors of the company is to be proposed at the forthcoming Annual General Meeting.
Approved and authorised by the
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Tembo Money Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities 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 group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies for group's and company's financial statements and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Tembo Money Limited
Independent Auditor's Report to the Members of Tembo Money Limited
Opinion
We have audited the financial statements of Tembo Money Limited (the 'Parent Company') and its subsidiary (the 'Group') for the period ended 30 November 2024, which comprise the Consolidated Profit and Loss Account, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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 Group's and the Parent Company's affairs as at 30 November 2024 and of the Group's loss for the period 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. |
Basis for opinion
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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the Parent 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.
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Tembo Money Limited
Independent Auditor's Report to the Members of Tembo Money Limited
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Group 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the Parent Company 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 set out on page 7, 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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
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.
Auditor 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 Auditors' 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 Group financial statements.
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:
Tembo Money Limited
Independent Auditor's Report to the Members of Tembo Money Limited
We obtained an understanding of the legal and regulatory frameworks within which the Company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements.
The laws and regulations we considered in this context were the Companies Act 2006, UK Taxation legislation, FCA, health and safety & employment law.
We identified the greatest risk of material impact on the financial statements from irregularities including fraud to be:
• Management override of controls to manipulate the group’s and company’s key performance indicators to meet targets.
• Timing of revenue recognition.
• Management judgement applied in calculating provisions.
• Compliance with relevant laws and regulations which directly impact the financial statements and those that the Company needs to comply with for the purpose of trading.
Our audit procedures to respond to these risks included:
• Testing of journal entries and other adjustments for appropriateness.
• Testing a sample of sales in the period around the year end date to determine if sales were recognised in the appropriate year.
• Evaluating the business rationale of significant transactions outside the normal course of business.
• Reviewing judgements made by management in their calculation of accounting estimates for potential management bias.
• Enquiries of management about litigation and claims and inspection of relevant correspondence.
• Reviewing legal and professional fees to identify indications of actual or potential litigation, claims and any non-compliance with laws and regulations.
• Analytical procedures to identify any unusual or unexpected trends or relationship;
• Reviewing minutes of meetings of those charged with governance to identify any matters indicating actual or potential fraud.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
Tembo Money Limited
Independent Auditor's Report to the Members of Tembo Money Limited
Other matter
Without qualifying our opinion, we draw attention to the accounting policies to the financial statements, and the fact that the comparative information in the financial statements was unaudited, as the company was entitled to exemption from audit in respect of the year ended 31 May 2023.
Use of our report
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 Auditors' 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.
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for and on behalf of
Statutory Auditor
Gresham House
5-7 St Paul's Street
LS1 2JG
Tembo Money Limited
Consolidated Profit and Loss Account for the period ended 30 November 2024
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Note |
Period from 1 June 2023 to 30 November |
Restated Year ended 31 May |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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|
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Administrative expenses |
( |
( |
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Other operating income |
|
- |
|
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Operating loss |
( |
( |
|
|
Other interest receivable and similar income |
|
- |
|
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Interest payable and similar expenses |
( |
( |
|
|
(69,626) |
(240) |
||
|
Loss before tax |
( |
( |
|
|
Tax on loss |
|
( |
|
|
Loss for the financial period |
( |
( |
|
|
Profit/(loss) attributable to: |
|||
|
Owners of the company |
( |
( |
The group has no recognised gains or losses for the period other than the results above and the profit and loss account has been prepared on the basis that all operations are continuing operations.
Tembo Money Limited
(Registration number: 12631312)
Consolidated Balance Sheet as at 30 November 2024
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Note |
30 November |
Restated |
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Fixed assets |
|||
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Intangible assets |
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Tangible assets |
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||
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Current assets |
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Debtors: Amounts falling due within one year |
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Cash at bank and in hand |
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|
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||
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
|
|
|
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Total assets less current liabilities |
|
|
|
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Provisions for liabilities |
( |
( |
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Net assets |
|
|
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Capital and reserves |
|||
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Called up share capital |
23 |
15 |
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Share premium reserve |
22,847,327 |
7,036,000 |
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Retained earnings |
(8,131,009) |
(4,071,736) |
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Equity attributable to owners of the company |
14,716,341 |
2,964,279 |
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Shareholders' funds |
14,716,341 |
2,964,279 |
Approved and authorised by the
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Tembo Money Limited
(Registration number: 12631312)
Balance Sheet as at 30 November 2024
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Note |
30 November |
Restated |
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Fixed assets |
|||
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Intangible assets |
|
|
|
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Tangible assets |
|
|
|
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Investments |
|
- |
|
|
|
|
||
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Current assets |
|||
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Debtors: Amounts falling due within one year |
|
|
|
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Cash at bank and in hand |
|
|
|
|
|
|
||
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Creditors: Amounts falling due within one year |
( |
( |
|
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Net current assets |
|
|
|
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Total assets less current liabilities |
|
|
|
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Provisions for liabilities |
( |
( |
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Net assets |
|
|
|
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Capital and reserves |
|||
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Called up share capital |
23 |
15 |
|
|
Share premium reserve |
22,847,327 |
7,036,000 |
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Retained earnings |
(7,132,263) |
(4,071,736) |
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Shareholders' funds |
15,715,087 |
2,964,279 |
The company made a loss after tax for the financial period of £3,253,309 (2023 - loss of £2,508,100).
Approved and authorised by the
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Tembo Money Limited
Consolidated Statement of Changes in Equity for the period ended 30 November 2024
Equity attributable to the parent company
|
Share capital |
Share premium |
Retained earnings |
Total |
Total equity |
|
|
At 1 June 2023 |
|
|
( |
|
|
|
Prior period adjustment (Note 2 & 28) |
- |
- |
( |
( |
( |
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At 1 June 2023 (As restated) |
|
|
( |
|
|
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Loss for the period |
- |
- |
( |
( |
( |
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New share capital subscribed |
|
|
- |
|
|
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Share issue costs |
- |
(169,854) |
- |
(169,854) |
(169,854) |
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Share based payment transactions |
- |
- |
192,782 |
192,782 |
192,782 |
|
At 30 November 2024 |
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|
( |
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Tembo Money Limited
Statement of Changes in Equity for the period ended 30 November 2024
|
Share capital |
Share premium |
Retained earnings |
Total |
|
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At 1 June 2023 |
|
|
( |
|
|
Prior period adjustment (Note 2 & 28) |
- |
- |
( |
( |
|
At 1 June 2023 (As restated) |
|
|
( |
|
|
Loss for the period |
- |
- |
( |
( |
|
New share capital subscribed |
|
|
- |
|
|
Share based payment transactions |
- |
- |
192,782 |
192,782 |
|
At 30 November 2024 |
|
|
( |
|
|
Share capital |
Share premium |
Retained earnings |
Total |
|
|
At 1 June 2022 |
|
|
( |
|
|
Loss for the period |
- |
- |
( |
( |
|
New share capital subscribed |
|
|
- |
|
|
Other share capital movements |
2 |
- |
- |
2 |
|
Share based payment transactions |
- |
- |
16,655 |
16,655 |
|
At 31 May 2023 |
15 |
7,036,000 |
(4,071,736) |
2,964,279 |
Tembo Money Limited
Consolidated Statement of Cash Flows for the period ended 30 November 2024
|
Note |
Period from 1 June 2023 |
Restated |
|
|
Cash flows from operating activities |
|||
|
Loss for the period |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Profit on disposal of tangible assets |
( |
- |
|
|
Finance income |
( |
- |
|
|
Finance costs |
|
- |
|
|
Share based payment transactions |
|
|
|
|
Income tax expense |
( |
|
|
|
( |
( |
||
|
Working capital adjustments |
|||
|
Increase in trade debtors |
( |
( |
|
|
Increase in trade creditors |
|
|
|
|
Cash generated from operations |
( |
( |
|
|
Income taxes received |
|
|
|
|
Net cash flow from operating activities |
( |
( |
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
- |
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
- |
|
|
Acquisition of intangible assets |
( |
( |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
- |
|
|
Proceeds from issue of ordinary shares, net of issue costs |
|
|
|
|
Proceeds from issue of convertible debt, net of issue costs |
|
- |
|
|
Net cash flows from financing activities |
|
|
|
|
Net increase in cash and cash equivalents |
|
|
|
|
Cash and cash equivalents at 1 June |
|
|
|
|
Cash and cash equivalents at 30 November |
13,024,838 |
2,595,424 |
|
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
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General information |
The company is a private company limited by share capital, incorporated in England & Wales.
The address of its registered office is:
England
These financial statements were authorised for issue by the
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
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 principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 November 2024. Tembo Money Limited acquired Tembo Savings Limited on 1 February 2024 and therefore the Group consolidated financial statements include the 18 month period for Tembo Money Limited along with the 10 month period from 1 February 2024 to 30 November 2024 for Tembo Savings Limited.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Disclosure of long or short period
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
Going concern
During the 18 month period from 1 June 2023 to 30 November 2024, the group recorded a loss before tax of £4.4m (for the 12 month period ending 31 May 2023: a loss before tax of £2.4m ) and had net assets of £14.7m (31 May 2023: £3m) at the balance sheet date.
Tembo has continued to grow in line with forecasts. It is the intention of the Directors to continue to scale the business in the coming year - launching new services and products, investing in the technology platform and hiring the best team to deliver our award-winning service to our growing and loyal customer base.
Tembo Money received Series B funding of £14m in November 2024, to enable it to continue to grow and develop the business.
The Company is also undertaking a further fundraising round in 2025 from existing and new investors to fund the next phase of growth. The total expected investment amount is £15m and it is due to complete before the end of 2025.
Having prepared and assessed detailed cash flow forecasts for a variety of different scenarios the Directors are satisfied that Tembo Money Limited will have sufficient resources available to meet its obligations as they fall due for at least 12 months from the date of signing these financial statements.
There have been no other significant post balance sheet events to report.
The accounts are therefore prepared on a going concern basis.
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
Changes in accounting policy
The following have been applied for the first time from 1 June 2023 and have had an effect on the financial statements:
Revenue Recognition
In prior periods income was recognised on a cash basis as this was considered to be the most appropriate approach for a company that had only been trading for three years.
The board approved an accounting policy change which recognises revenue earned in a period adjusted for expected non-completions.
Relating to the current period disclosed in these financial statements | Relating to the prior period disclosed in these financial statements | Relating to periods before the prior period disclosed in these financial statements | |
Debtors: Amounts falling due within one year | 1,400,463 | 138,908 | - |
Revenue | (1,400,463) | (138,908) | - |
Deferred tax recognition of tax losses
In previous periods the Company, Tembo Money, recognised a deferred tax asset on accumulated tax losses. It was agreed that this deferred tax asset would be removed from the accounts as the timing of the relief and therefore the value of the asset was not possible to determine at the period ended 30 November 2024.
Relating to the current period disclosed in these financial statements | Relating to the prior period disclosed in these financial statements | Relating to periods before the prior period disclosed in these financial statements | |
Tax on losses | 1,067,403 | 673,165 | - |
Debtors; Amounts falling due within one year | (1,067,403) | (673,165) | - |
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
Revenue recognition
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover represents fees from product providers and customers for mortgage advice. Both revenue streams are recognised on an accruals basis.
Foreign currency transactions and balances
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange
rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-
monetary items measured at historical cost are translated using the exchange rate at the date of the
transaction and non-monetary items measured at fair value are measured using the exchange rate
when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the
translation at period-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognised in profit or loss except when deferred in other comprehensive income as
qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are
presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Research and development
Research and development expenditure is written off against profits in the year in which they are incurred. No capitalisation of research and development is undertaken.
Interest income
Interest income is recognised in profit or loss using the effective interest method.
Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Tax
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Office equipment |
25% straight line |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
Straight line over 10 years |
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
|
Tembo Platforms |
20% reducing balance |
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
Financial Instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Statement of Financial Position when the Group 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
Financial Instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Statement of Financial Position when the Group 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
Share based payments
The group operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the entity. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted and is recognised as an expense over the vesting period. The total amount expensed is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
|
Turnover |
The analysis of the group's turnover for the period from continuing operations is as follows:
|
Period from 1 June 2023 |
Restated |
|
|
Partnerships |
|
|
|
Rendering of services |
|
|
|
Interest received |
|
- |
|
Commissions received |
|
|
|
Other revenue |
|
- |
|
|
|
|
Other operating income |
The analysis of the group's other operating income for the period is as follows:
|
Period from 1 June 2023 |
Restated |
|
|
Miscellaneous other operating income |
|
- |
|
Other gains and losses |
The analysis of the group's other gains and losses for the period is as follows:
|
Period from 1 June 2023 |
Restated |
|
|
Gain on disposal of tangible assets |
|
- |
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
|
Operating loss |
Arrived at after charging/(crediting)
|
Period from 1 June 2023 |
Restated |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Research and development cost |
|
|
|
Profit on disposal of property, plant and equipment |
( |
- |
|
Other interest receivable and similar income |
|
Period from 1 June 2023 |
Restated |
|
|
Other finance income |
|
- |
|
Interest payable and similar expenses |
|
Period from 1 June 2023 |
Restated |
|
|
Interest expense on other finance liabilities |
|
- |
|
Foreign exchange gains |
|
|
|
|
|
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
Period from 1 June 2023 |
Restated |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Other short-term employee benefits |
|
- |
|
Pension costs, defined contribution scheme |
|
|
|
Share-based payment expenses |
|
|
|
Other employee expense |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:
|
Period from 1 June 2023 |
Restated |
|
|
Administration and support |
|
|
|
Research and development |
|
|
|
Sales |
|
|
|
Marketing |
|
|
|
|
|
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
|
Directors' remuneration |
The directors' remuneration for the period was as follows:
|
Period from 1 June 2023 |
Restated |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
413,968 |
242,297 |
In respect of the highest paid director:
|
Period from 1 June 2023 |
Restated |
|
|
Remuneration |
|
|
|
Company contributions to money purchase pension schemes |
|
|
|
Auditors' remuneration |
|
Period from 1 June 2023 |
Restated |
|
|
Fees payable to company's auditors for the audit of consolidated and parent company financial statements |
26,675 |
- |
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
Period from 1 June 2023 |
Restated |
|
|
Current taxation |
||
|
UK corporation tax |
( |
( |
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
|
|
Tax (receipt)/expense in the income statement |
( |
|
The tax on loss before tax for the period is lower than the standard rate of corporation tax in th UK (2023 - higher than the standard rate of corporation tax in the UK) of 25% (2023 - 19%).
The differences are reconciled below:
|
Period from 1 June 2023 |
Restated |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Tax increase/(decrease) from effect of capital allowances and depreciation |
|
( |
|
Tax increase from other short-term timing differences |
|
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Increase from tax losses for which no deferred tax asset was recognised |
|
|
|
Tax decrease from effect of adjustment in research and development tax credit |
( |
( |
|
Total tax (credit)/charge |
( |
|
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
Deferred tax
Group
Deferred tax assets and liabilities
|
2024 |
Asset |
Liability |
|
Accelerated tax depreciation |
- |
|
|
- |
|
|
2023 |
Asset |
Liability |
|
Accelerated tax depreciation |
- |
|
|
- |
|
There are £15,593,709 of unused tax losses (2023 - £3,542,858) for which no deferred tax asset is recognised in the balance sheet.
|
Intangible assets |
Group
|
Goodwill |
Internally generated software development costs |
Total |
|
|
Cost or valuation |
|||
|
At 1 June 2023 |
- |
|
|
|
Additions acquired separately |
- |
|
|
|
Acquired through business combinations |
|
- |
|
|
At 30 November 2024 |
|
|
|
|
Amortisation |
|||
|
At 1 June 2023 |
- |
|
|
|
Amortisation charge |
|
|
|
|
At 30 November 2024 |
|
|
|
|
Carrying amount |
|||
|
At 30 November 2024 |
|
|
|
|
At 31 May 2023 |
- |
|
|
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
Company
|
Goodwill |
Internally generated software development costs |
Total |
|
|
Cost or valuation |
|||
|
At 1 June 2023 |
- |
|
|
|
Acquired through business combinations |
|
- |
|
|
At 30 November 2024 |
|
|
|
|
Amortisation |
|||
|
At 1 June 2023 |
- |
|
|
|
Amortisation charge |
|
|
|
|
At 30 November 2024 |
|
|
|
|
Carrying amount |
|||
|
At 30 November 2024 |
|
|
|
|
At 31 May 2023 |
- |
|
|
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
|
Tangible assets |
Group
|
Furniture, fittings and equipment |
Total |
|
|
Cost or valuation |
||
|
At 1 June 2023 |
|
|
|
Additions |
|
|
|
Disposals |
( |
( |
|
At 30 November 2024 |
|
|
|
Depreciation |
||
|
At 1 June 2023 |
|
|
|
Charge for the period |
|
|
|
Eliminated on disposal |
( |
( |
|
At 30 November 2024 |
|
|
|
Carrying amount |
||
|
At 30 November 2024 |
|
|
|
At 31 May 2023 |
|
|
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
Company
|
Furniture, fittings and equipment |
Total |
|
|
Cost or valuation |
||
|
At 1 June 2023 |
|
|
|
Additions |
|
|
|
Disposals |
( |
( |
|
At 30 November 2024 |
|
|
|
Depreciation |
||
|
At 1 June 2023 |
|
|
|
Charge for the period |
|
|
|
Eliminated on disposal |
( |
( |
|
At 30 November 2024 |
|
|
|
Carrying amount |
||
|
At 30 November 2024 |
|
|
|
At 31 May 2023 |
|
|
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
|
Investments |
Company
|
30 November |
Restated |
|
|
Investments in subsidiaries |
|
- |
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
Additions |
|
|
Provision |
|
|
Carrying amount |
|
|
At 30 November 2024 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
18 Crucifix Lane, London SE1 3JW England |
|
|
|
|
Subsidiary undertakings |
|
Tembo Savings Limited The principal activity of Tembo Savings Limited is |
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
|
Business combinations |
On
Nude Finance Limited contributed £
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
|
Book value |
Fair value |
|
|
Assets and liabilities acquired |
||
|
Financial assets |
1,307,197 |
|
|
Tangible assets |
16,534 |
|
|
Identifiable intangible assets |
492,041 |
|
|
Financial liabilities |
(431,462) |
( |
|
Total identifiable assets |
1,384,310 |
|
|
Goodwill |
741,432 |
|
|
Total consideration |
2,125,742 |
2,125,742 |
|
|
||
|
Debtors: Amounts falling due within one year |
|
Group |
Company |
||||
|
Current |
Note |
30 November |
Restated |
30 November |
Restated |
|
Trade debtors |
- |
|
- |
|
|
|
Amounts owed by related parties |
- |
- |
|
- |
|
|
Other debtors: amounts falling due within one year |
|
|
|
|
|
|
Prepayments and accrued income |
|
|
|
|
|
|
Income tax asset |
|
|
|
|
|
|
|
|
|
|
||
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
30 November |
Restated |
30 November |
Restated |
|
|
Cash at bank |
|
|
|
|
|
Creditors |
|
Group |
Company |
|||
|
30 November |
Restated |
30 November |
Restated |
|
|
Due within one year |
||||
|
Trade creditors |
|
|
|
|
|
Social security and other taxes |
|
|
|
|
|
Outstanding defined contribution pension costs |
|
|
|
|
|
Other payables |
|
- |
|
- |
|
Accruals |
|
|
|
|
|
|
|
|
|
|
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
|
Provisions for liabilities |
Group
|
Deferred tax |
Total |
|
|
At 1 June 2023 |
|
|
|
Additional provisions |
|
|
|
At 30 November 2024 |
|
|
|
|
||
Company
|
Deferred tax |
Total |
|
|
At 1 June 2023 |
|
|
|
Additional provisions |
|
|
|
At 30 November 2024 |
|
|
|
|
||
The deferred tax asset arises from timing differences on tax relief received upfront on capitalised assets.
In previous years a tax asset was recognised for the future tax savings on carried forward tax losses. It was agreed that this provision would no longer be recognised and a prior year adjustment was entered for the period ending 31 May 2023.
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
|
Share capital |
Allotted, called up and fully paid shares
|
30 November |
Restated |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
11 |
|
10 |
|
|
|
3 |
|
3 |
|
|
|
2 |
|
2 |
|
|
|
6 |
- |
- |
|
|
|
1 |
- |
- |
|
|
|
- |
- |
- |
|
|
|
|
|
|
During the period:
104,768 Ordinary Shares
603,577 Series B-1 Shares having an aggregate nominal value of £6.04 were allotted for an aggregate consideration of £11,499,899
123,035 Series B-2 Shares having an aggregate nominal value of £1.23 were allotted for an aggregate consideration of £2,355,534
24,579 Series B-3 Shares having an aggregate nominal value of £0.24 were allotted for an aggregate consideration of £nil
See the articles for full details of the rights attaching to the different classes of shares.
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
|
Share Premium |
This reserve records the amount above the nominal value received for shares sold, less transaction costs.
|
Obligations under leases and hire purchase contracts |
Group
Operating leases
During the period the Company, Tembo Money, leased the premises the Group operated from. This was under a Membership Agreement which ended in October 2024. A new Membership Agreement was entered into on 2nd January 2025. The fixed fee end date of this agreement was 31st January 2026. In the period the amount paid under this agreement was £112k. The new agreement is for a monthly fee of £9,672.
The Group had no operating lease commitments at the period end.
|
Share-based payments |
Scheme details and movements
The entity is part of a group share-based payment scheme and it recognises and measures its share-based payment expense on the basis of a reasonable allocation of the expense recognised for the group. All members of the group are entitled to join the employee share scheme on the same terms.
The movements in the number of share options during the period were as follows:
|
30 November |
Restated |
|
|
Outstanding, start of period |
|
|
|
Granted during the period |
|
|
|
Forfeited during the period |
( |
( |
|
Outstanding, end of period |
|
|
|
|
||
Effect of share-based payments on profit or loss and financial position
The total expense recognised in profit or loss for the period was £192,782 (2023 - £16,655).
The total carrying amount of the liabilities arising from share-based payments at the end of the period was £
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
|
Analysis of changes in net debt |
Group
|
At 1 June 2023 |
Financing cash flows |
Other non-cash changes |
At 30 November 2024 |
|
|
Cash and cash equivalents |
||||
|
Cash |
2,595,424 |
15,705,797 |
(5,276,383) |
13,024,838 |
|
|
||||
|
|
|
( |
|
|
|
Related party transactions |
Group
Key management compensation
|
30 November |
Restated |
|
|
Salaries and other short term employee benefits |
|
|
|
Other transactions with directors |
During the 18 month period the director J Watts received fees for board advisory and chair services totalling £36,000 (12 month period to 31 May 2023 - £24,000). There were no amounts owing to J Watts at the period ends.
Summary of transactions with subsidiaries
These recharges totalled £196,179 for staff and £33,192 for contractors.
|
Ultimate Controlling Party |
The ultimate parent of the Group is Tembo Money Limited.
Tembo Money Limited has no ultimate controlling party. The operational aspects of the Group are controlled by Richard Dana (CEO and shareholder). The largest shareholder of the Group is currently Aviva Group Holdings with a shareholding of 20%.
Tembo Money Limited
Notes to the Financial Statements for the ended 30 November 2024
|
Non adjusting events after the financial period |
|
|
28 Prior Year Adjustments
The prior year figures have been restated to correctly recognise income on the accruals basis and also remove the deferred tax previously recognised on cumulative tax losses.
The effect of the accrued income adjustment was to increase Turnover by £138,908 and also increase accrued income shown under Debtors: Amounts falling due within one year by the same amount.
The effect of removing the deferred tax adjustment on losses was to reduce the Tax on loss adjustment and thereby increase the loss in the period by £673,165. Debtors: Amounts falling due within one year was also reduced by this amount.
The net effect on the accounts was to increase losses by £534,257 and reduce Debtors: Amounts falling due within one year by the same amount.