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Registered number: 09351898
FINERBASE LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 29 DECEMBER 2024
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FINERBASE LTD
REGISTERED NUMBER: 09351898
BALANCE SHEET
AS AT 29 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 December 2025.
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FINERBASE LTD
REGISTERED NUMBER: 09351898
BALANCE SHEET (CONTINUED)
AS AT 29 DECEMBER 2024
................................................
Denisz Andras Nagy
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The notes on pages 3 to 15 form part of these financial statements.
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FINERBASE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2024
The company is a public limited company limited by shares, registered in England and Wales. The address of the registered office is 11 Berkeley Street, London, W1J 8DS.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
The Directors have assessed the ability of the Company to continue as a going concern for the next 12 months from the date of approval of these financial statements.
All Directors and employees have the ability to work with full remote access functionality hence the Directors consider that the Company has, and can, maintain full operational capabilities.
The Company incurred a net loss of £5,850,131 during the year ended 29 December 2024 (2023 loss: £5,619,337) and, as at 29 December 2024 the Company’s total liabilities exceed assets by £14,150,929 (2023: £8,300,798). The Company is forecast to make losses in the year ended 29 December 2025 and the Company’s current liabilities are forecast to exceed its total assets as at 29 December 2026. This is largely due to assets of the Company being held under Joint Special Administration at the Company’s broker and custodian.
In response to these matters the Directors have and are seeking opportunities to increase the Company’s revenue so that the Company can return to profitability and the Directors note that the Joint Special Administrator is hopeful that distribution plans will be concluded in the third quarter of 2026, but the Directors acknowledge that the timing is uncertain. The Directors believe that the Company will receive from the Joint Special Administrator the assets held at the company in liquidation, and therefore the Directors have prepared the financial statements on a going concern basis.
A Global Note of £50,000,000, of principal value, is due for repayment in January 2030 and bears interest at 6.75%. The Company has acquired part of the debt in advance of maturity and is in possession of £19,573,670 of principal value of debt at 29 December 2024. The Directors intend to continue acquiring additional debt if it is in the interest of the Company. The Directors expect to be able to settle the balance of the Global Notes from the proceeds of the assets held by the Joint Special Administrators.
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FINERBASE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2024
2.Accounting policies (continued)
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Going concern (continued)
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The Directors have agreed with the bondholders of the Company’s global note of £50,000,000 principal an extension of the repayment terms for a further five years to 28 January 2030. This action aligns with our strategic financial management to ensure the continued stability and growth of the company.
Considering these factors the Directors have prepared the financial statements on a going concern basis but believe that there are material uncertainties that may cast significant doubt about the Company’s ability to continue as a going concern.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
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'.
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FINERBASE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2024
2.Accounting policies (continued)
Revenue, in the form of stock lending fees, is recognised on an accruals basis to the extent that it is probable that future economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Revenue, in the form of promissory note interest, is recognised on an accruals basis to the extent that it is probable that future economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Finance charges are recognised in the Statement of Comprehensive Income on an effective interest rate (“EIR”) basis. The EIR is the rate that, at the inception of the financial asset or liability, discounts expected future cash payments and receipts over the expected life of the instrument back to the initial carrying amount. When calculating the EIR, the Directors estimate cash flows considering all contractual terms of the instrument but do not consider risk of the assets’ future credit losses. At each reporting date, management makes an assessment of the expected remaining life of its interest bearing financial assets and liabilities and where there is a change in those assessments the remaining amount of any unamortised discounts or premiums is recognised prospectively.
The calculation of the EIR includes all transaction costs and fees paid or received that are an integral part of the finance cost.
Transaction costs include incremental costs that are directly attributable to the acquisition or issue of a financial asset or liability.
Other revenue is recognised on an accruals basis to the extent that it is probable that future economic benefits will flow to the Company and the revenue can be reliably measured.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred 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.
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FINERBASE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2024
2.Accounting policies (continued)
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. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Other financial assets, including investments are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment. Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Where investments in debt instruments are denominated in foreign currencies, the instrument is held at cost in the underlying currency and revalued at the year end.
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FINERBASE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2024
2.Accounting policies (continued)
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Promissory notes are measured at their discounted redemption value without adjustment for the value of the associated call options over the Company’s own debt.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company 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 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly
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FINERBASE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
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.
Basic 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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement
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FINERBASE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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A key accounting estimate is the redemption value of the Promissory notes. The amount receivable has been discounted at a risk free interest rate of 6.8% which is considered appropriate as the recoverability of the notes is guaranteed by options which allow the amount due to be offset against the company's debt.
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The average monthly number of employees, including directors, during the year was 12 (2023 - 9).
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FINERBASE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2024
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FINERBASE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2024
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Charge for the year on owned assets
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FINERBASE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2024
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Investments in subsidiary companies
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FINERBASE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2024
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Amounts due from related parties
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Amounts owed by associates
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The Promissory notes are secured by call options on the company’s own debt in excess of the carrying value of the notes. These call options remain unexercised as at the year end 29 December 2024.
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Cash and cash equivalents
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FINERBASE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2024
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Creditors: Amounts falling due within one year
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Amounts owed to associates
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Accrued payroll taxes and pension costs
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Creditors: Amounts falling due after more than one year
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Creditors falling due after more than one year comprise Global Notes falling due after more than one year. On 21 April 2016 the Company issued Global Notes, repayable in January 2025 (and subsequently extended to January 2030), with a nominal value of £50,000,000 at a coupon rate of 6.75% per annum. On 15 December 2016 the Company issued Global Notes, repayable in December 2026 with a nominal value of £100,000,000, at a discounted value of £60,000,000, and with a coupon rate of 0% per annum.
The company has reacquired 0% notes with a face value of £6.2 million and 6.75% notes with a face value of £19.6 million. The discounted value of these notes has been offset against the liability shown.
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FINERBASE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2024
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Allotted, called up and fully paid
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12,501 (2023 - 12,501) Ordinary shares of £1.00 each
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Allotted, called up and partly paid
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37,499 (2023 - 37,499) Ordinary shares of £1.00 each
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Denisz Nagy is the ultimate controlling party of the Company.
The auditors' report on the financial statements for the year ended 29 December 2024 was unqualified.
The audit report was signed on 23 December 2025 by Andrew Marks ACA (Senior statutory auditor) on behalf of Sumer Auditco Limited.
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