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Registered number: 11040011 GEMBA FINANCE LTD ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
GEMBA FINANCE LTD COMPANY INFORMATION
Directors | A Legoshin
| U Latsons
| V Dereviagin
Registered number | 11040011
Registered office | Level39 One Canada Square
| Canary Wharf
| London
| E14 5AB
Independent auditors | Zenith Audit Ltd
| Statutory Auditors
| 3rd Floor North,
| Warwick House
| 65/66 Queen Street
| London
| EC4R 1EB
GEMBA FINANCE LTD CONTENTS
| Page
Strategic Report | 1 - 4
Directors' Report | 5 - 7
Independent Auditors' Report | 8 - 11
Statement of Comprehensive Income | 12
Balance Sheet | 13
Statement of Changes in Equity | 14 - 15
Statement of Cash Flows | 16
Analysis of Net Debt | 17
Notes to the Financial Statements | 18 - 36
GEMBA FINANCE LTD STRATEGIC REPORT FOR THE PERIOD ENDED 31 DECEMBER 2024
Introduction
The principal activity of the company in the year under review was that of providing electronic payment services. The company has been authorised and regulated by Financial Conduct Authority ("FCA") under the Payment Services Regulations 2017 for provision of payment services. The Company offers variety of electronic services including payment accounts and online money remittances across the globe through the internet. The Company safeguards consumers funds in accordance with Payment Services Regulations 2017. It has established safeguarding accounts with its bankers for this purpose.
Business review
Gemba is a financial institution built like a bank. Our primary mission is to revolutionize business banking at its core. We understand the challenges many businesses face when it comes to opening accounts, particularly for start ups which are often considered high risk by conventional banks. Founders invest a significant amount of time in the account opening process and navigating payment facilitation. Additionally, regulatory pressures on banks and payment systems have escalated, impacting the efficiency of international payments. Communicating the essence of business processes and services to compliance departments at banks poses a further challenge, resulting in payment delays, additional expenses, and potential penalties. As an integral participant in the global payments ecosystem, Gemba is acutely aware of the potential hurdles that may arise from actions taken by correspondent banks involved in transaction processing. We are committed to going above and beyond to simplify the lives of our clients, ensuring a swift and seamless journey through bank compliance procedures. Gemba, a prominent Fintech company, has gained significant recognition, including selection as a participant in TechNation Fintech 5.0 and nominated as a Rising Star. Furthermore, Gemba has been selected for the highly competitive JPMorganChase FinTech Forward Programme 2025, joining an elite cohort of UK fiintech leaders. Page 1
GEMBA FINANCE LTD STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2024
Principal risks and uncertainties
Outlined below is a summary of what directors believe to be key risks and uncertainties as well as the key measures in place to mitigate these risks. The aim is to protect the Company's employees, customers and suppliers and to safeguard the interest of the Company and the Shareholders in the long term. Additionally, the objective of the those measures is to maintain high standards of busines conduct and allow the Company to comply with all relevant regulations as an FCA regulated entity. Financial Risk Management The Company's operations will expose it to certain financial risks such as currency fluctuation, credit and liquidity issues. Currency Fluctuation Money Remittance business is directly linked to fluctuation of the value of currencies against other currencies. The objective of the Company is to provide competitive rates to its customers, who ultimately are the ones that bear the benefits/losses of the fluctuations. In order to protect the business and its customers, the Company mitigates this risk by having a dedicated team of foreign exchange specialists and effective hedging tools to secure competitive rates. Liquidity Risk Liquidity risk occurs when an individual investor, business or financial institution cannot meet the short term debt obligations. Management maintains rolling budgets and cash flow forecasts, and reviews liquidity headroom on a regular basis to ensure the Company can meet its short-term obligations. The objective of the Company is to avoid important liquidity imbalance. The Company has adequate capital resources and continued support from the shareholders. Credit Risk Credit risk refers to the degree to which it is likely that a borrower or debtor may not repay a loan or a debt. The Company mitigates its credit risk in several ways. The Company does not face a material concentration of risk, as its exposure is spread over many agents and customers. Part of the Company's policy when onboarding new agents include a comprehensive due diligence on referral agents, classifying referral agents and assigning proper credit limits. Periodical review of due diligence checks on referral agents is performed to reassess risk. Regulatory Risk Regulatory risk refers to the fact that a change in laws and regulations may materially impact a security, business sector or market. A change in laws or regulations made by the government or a regulatory body can increase the costs of operating a business, reduce the attractiveness of investment and/or change the competitive landscape. The Company's objective is to comply with all relevant legislation and regulations as an FCA regulated entity. For this the Company relies on dedicated compliance teams. These teams monitor the regulatory framework and action any necessary adjusments to the operation in order to achieve continuous compliance. Fraud Risk Fraud risk in remittances is the risk where someone might intentionally alter a payment transaction to misdirect or misappropriate funds, including embezzlement. Other risks include rogue websites, identity thefts, receiver's fraud (e.g. credit card scams) and many more. However, with adequate AML/CTF (Counter Terrorist Financing) internal policies, it is possible to reduce fraud risk along with money laundering and terrorism financing. Its internal control systems are strong and effective so as to effectively trace and monitor transactions and issue trigger alerts. Page 2
GEMBA FINANCE LTD STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2024 Cyber Risk Money Remittance business can be directly affected by threat scenarios that can result in the loss of confidentiality, integrity, and/or availability of information and the information system. In order to prevent this situation and meet the regulatory and legislative requirements, the Company, mitigates this risk by having, among others, the following factors in place: - Information is protected against unauthorised access - Procedures are in place to deal with the threat of invasive viruses, the risk of theft of hardware and software, the unauthorised access of data and maintenance of system security - Business Continuity plans are produced, maintained and tested - Information security training is available to all staff - All breaches of information security, actual or suspected, are reported to, and investigted by the compliance team - Strong password settings are enabled on all systems and applications by system/security administrator - System/security administrator are to work with business application owners and the relevant teams to determine sensitive users and applications.
Financial key performance indicators
In 2024 revenue declined by 59% (2023: 79%) as Company pivoted to the new customer's segment. Gemba’s average gross margin is 3% (2023: 76%).
Directors' statement of compliance with duty to promote the success of the Company
This section describes how the directors have had regard to the matters set out in the Companies Act S172(1) (a) to (f) in exercising their duty to promote the sucess of the Company for the benefit of its members as a whole. Having regard to the likely consequences of any decision in the long term Within a fast moving world, our customer's needs for remittances and payment services is changing quickly. Also digital technologies are changing the way our customers use those services and offer new opportunities. While the Company needs to remain agile to adapt the business to short term demands, the directors remain mindful that their strategic decision can have long term implications for the business and its stakeholders, and these implications are carefully assessed. Having regard to the interests of the Company's employees The directors ensure that the suggestions, view and interests of the workforce are captured and considered in their decision making. They have put in place measures like performance and development conversations between managers and teams, appropriate learning and development programs, constructive feedback from individuals, appropriate health, safety and wellbeing risk asessement and initiatives. The directors strive to maintain diversity in the Company. Having regard to the need to foster the Company's business relationship with suppliers, customers and others Througout the year the directors are briefed by business executives on sales performance figures including details by country of destination of the funds, number of independent agent's location offering our service to the customers. It reflects very well the customers and agent's sentiment, the market view and allows the directors to take decisions with interests of customers and agents in mind. The directors are also regularly informed on the relationships that the Company maintains directly or indirectly with our banking partners and referral agents being key in our ability to move the money of our customers to the designated beneficiaries around the word. Page 3
GEMBA FINANCE LTD STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2024 Our money transfer business is regulated by the FCA and as a responsible authorised Company we seek always to cooperate and engage constructively with FCA and meet its standards. Having regard to the impact of the Company's operations on the community and the environment Consumer to consumer money transfer services make a large part of our business and we are able to provide to our customers the facility to send money to 160 countries through affiliation with global leading networks. We are committed as a Company to provide competitive pricing to our customers. We also continuously expand our network to serve more communities. Having regard to the desirability of the Company maintaining a reputation for high standards of business contract the directors recognise the importance of operating a robust corporate governance framework that will integrate in and support the corporate governance. As a regulated entity in the UK, the Company has put in place different initiatives to ensure that all employees and directors adhere to high standards of ethics in the business conduct. This report was approved by the board on 23 December 2025 and signed on its behalf.
U Latsons Director
Page 4
GEMBA FINANCE LTD DIRECTORS' REPORT FOR THE PERIOD ENDED 31 DECEMBER 2024 The Directors present their report and the financial statements for the Period ended 31 December 2024.
Directors' responsibilities statement
The Directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The loss for the Period, after taxation, amounted to £1,253,800 (2023 - loss £521,633). No dividends were proposed during the period.
Directors
The Directors who served during the Period were:
A Legoshin
U Latsons
V Dereviagin
Page 5
GEMBA FINANCE LTD DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2024
Future developments
Gemba will continue to transform business banking by creating lightening speed payments, accounting and full stack management. Having an A to Z business management tools embedded into Gemba’s application and based on Gemba’s payment rails allows us to see the whole picture about the client’s business. This enables Gemba to make unbiased and data driven decisions regarding payment processing, which can be automated in the future with a minimum false positive red flags. Gemba’s software is based on the open source projects which is more sustainable and secure for both the customer and Gemba. Gemba will be becoming marketplace bank — business management tools and payments are not the only things businesses need to operate. Gemba plans to implement credit lines, insurance and other vital services through integration of relevant partner APIs. Partners will be able to make their decisions fast based on the business management data that Gemba has. Since August 2025, Gemba Finance has been listed on the UK Government’s Business.gov.uk Investment Support Directory (Department for Business and Trade) as a UK business providing financial services (opening bank accounts) to other companies. Going concern The financial statements have been prepared on a going concern basis, which assumes that the Company will continue to operate for the foreseeable future. Management has assessed the Company's ability to continue as a going concern and has considered all relevant information, including the availability of resources, expected cash flows, and future business prospects. The Company incurred a loss for the year ended 31 December 2024 of £1,253,800 (2023: £521,633). At 31 December 2024 the Company reported net assets / total equity of £217,239 (2023: £194,572), with an accumulated deficit on the profit and loss account of £2,483,239 (2023: £1,229,439). The Directors have prepared cash flow forecasts for at least 12 months from the date of approval and, taking account of available resources and continued shareholder support, conclude that the going concern basis of preparation remains appropriate. During September 2024, the Company implemented a "white-label" solution that has successfully resulted in the acquisition of a significant number of UK corporate clients. This initiative contributed to a 200% increase in Q4 2024 revenue compared to the prior quarter, with a payments volume exceeding £10 million. This growth has strengthened the Company’s financial position and supports its ability to meet obligations as they fall due. Additionally, the Company’s current and new investors have actively supported Gemba Finance Ltd throughout 2024, contributing approximately £1.2 million to fund its development and growth initiatives. This financial backing reflects investor confidence in the Company’s strategy and its potential for sustainable expansion. Since the implementation of the ‘white-label’ solution, the Company has sustained strong growth. For the eleven months ended 30 November 2025, revenue reached approximately £2,697k, with customer funds turnover exceeding £800m. This scale and trajectory further strengthen the Company’s financial position, underpin management’s going concern assessment, and reinforce investor confidence in the strategy. Looking ahead to 2025, the Company plans to scale its "white-label" solution further and is forecasting a 40% month over month compound growth rate in revenue from this offering based on November and December 2024 growth rates. Furthermore, the Company is actively engaging with new investors who demonstrate significant potential to support its growth. As part of this process, the Company has already secured commitments totaling approximately £2.8 million, with funding finalized in Q2 2025. While certain uncertainties remain that could cast doubt on the Company’s ability to continue as a going concern, management has implemented appropriate plans to address these uncertainties and remains confident in the Company’s sustainability. Accordingly, the financial statements do not include any adjustments that might be necessary if the Company were unable to continue as a going concern. The Directors’ going concern assessment assumes the continued availability of financial support from the Page 6
GEMBA FINANCE LTD DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2024 Company’s ultimate beneficial owner (“UBO”), who has supported the Company historically and has confirmed that they will continue to make funds available, as required, to enable the Company to meet its obligations for at least 12 months from the date of approval of these financial statements. Management has obtained a letter of support from the UBO in this regard.
Disclosure of information to auditors
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.
Post balance sheet events
There have been no significant events affecting the Company since the year end.
Auditors
The auditors, Zenith Audit Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 23 December 2025 and signed on its behalf.
U Latsons Director
Page 7
GEMBA FINANCE LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GEMBA FINANCE LTD
Opinion
We have audited the financial statements of Gemba Finance Ltd (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the 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 Company's affairs as at 31 December 2024 and of its loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 Company 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
The directors have provided their assessment of the appropriateness of the going concern basis as disclosed in the Directors' Report. In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Page 8
GEMBA FINANCE LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GEMBA FINANCE LTD (CONTINUED)
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. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of Directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 5, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 9
GEMBA FINANCE LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GEMBA FINANCE LTD (CONTINUED)
Auditors' 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 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: We performed risk assessment procedures and obtained an understanding of the Company and its environment, the applicable financial reporting framework, the applicable laws and regulations, the Company's system of internal control and the fraud risk factors relevant to the Company that affect the susceptibility of assertions to material misstatement due to fraud. We made enquiries with management regarding actual or suspected fraud, non compliance with laws and regulations, potential litigation and claims. The engagement partner led a discussion among the audit team with particular emphasis on how and where the Company's financial statements may be susceptible to material misstatement due to fraud, including how fraud might occur. The engagement partner assessed that the engagement team collectively had the appropriate competence and capability to identify or recognise non compliance with laws and regulations. We considered compliance with UK Companies Act 2006, the Financial Conduct Authority regulations and the applicable tax legislation as the key laws and regulations which non compliance could directly lead to material misstatement due to fraud at the financial statement level. We evaluated whether the selection and application of accounting policies by the Company may be indicative of fraudulent financial reporting. Our audit procedures are responsive to assessed risks of material misstatement due to fraud at the assertion level included but were not limited to: - Testing the appropriateness of manual journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements; - Making inquiries of individuals involved in the financial reporting process about inappropriate or unusual activity relating to the processing of journal entries; - Selecting and testing journal entries and other adjustments made at the end of a reporting period and throughout the period; - Reviewing accounting estimates for biases that could represent a risk of material misstatement due to fraud; - Reading key correspondence with regulatory authorities such as the Financial Conduct Authority. Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements due to irregularities, including fraud, may not be detected, even though we have properly planned and performed our audit in accordance with the auditing standards. For example, the further removed non compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. In addition, as with any audit, there remains a higher risk of non detection of irregularities, as they may involve collusion, forgery, intentional omissions or override of internal controls. 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. Page 10
GEMBA FINANCE LTD INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GEMBA FINANCE LTD (CONTINUED)
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. Radostina Paine (Senior Statutory Auditor) for and on behalf of Zenith Audit Ltd Statutory Auditors 3rd Floor North, Warwick House 65/66 Queen Street London EC4R 1EB 23 December 2025 Page 11
GEMBA FINANCE LTD STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 DECEMBER 2024
| Year ended 31 December | Period ended 31 December 2023
| 2024 |
Note | £ | £
Turnover | 4 | 305,892 | 744,854
Cost of sales |  | (295,326) | (181,296)
Gross profit |  | 10,566 | 563,558
Administrative expenses |  | (1,245,144) | (1,073,830)
Other operating income | 5 | 10,548 | -
Operating loss | 6 | (1,224,030) | (510,272)
Interest receivable and similar income | 10 | 5 | -
Interest payable and similar expenses | 11 | (29,775) | (11,361)
Loss before tax |  | (1,253,800) | (521,633)
Loss for the financial Period |  | (1,253,800) | (521,633)
Other comprehensive income for the Period |  |  |
Total comprehensive income for the Period |  | (1,253,800) | (521,633)
The notes on pages 18 to 36 form part of these financial statements.
Page 12
GEMBA FINANCE LTD REGISTERED NUMBER: 11040011 BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 13 |  | 644,880 |  | 526,574
Tangible assets | 14 |  | 14,990 |  | 9,935
Investments | 15 |  | 1,295 |  | 1,295
|  |  | 661,165 |  | 537,804
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 16 | 95,261 |  | 147,957 |
Cash at bank and in hand | 17 | 173,321 |  | 68,161 |
|  | 268,582 |  | 216,118 |
Creditors: amounts falling due within one year | 18 | (712,508) |  | (559,350) |
Net current liabilities |  |  | (443,926) |  | (343,232)
Total assets less current liabilities |  |  | 217,239 |  | 194,572
Net assets |  |  | 217,239 |  | 194,572
Capital and reserves |  |  |  |  |
Called up share capital | 19 |  | 1,729,706 |  | 1,049,597
Foreign exchange reserve |  |  | (2,254) |  | (2,254)
Other reserves |  |  | 973,026 |  | 376,668
Profit and loss account |  |  | (2,483,239) |  | (1,229,439)
|  |  | 217,239 |  | 194,572
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 December 2025.
U Latsons
Director
Page 13
GEMBA FINANCE LTD STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 DECEMBER 2024
| Called up share capital | Foreign exchange reserve | Other reserves | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 January 2024 | 1,049,597 | (2,254) | 376,668 | (1,229,439) | 194,572
Comprehensive income for the Period |  |  |  |  |
Loss for the Period | - | - | - | (1,253,800) | (1,253,800)
Other comprehensive income for the Period | - | - | - | - | -
Total comprehensive income for the Period | - | - | - | (1,253,800) | (1,253,800)
Contributions by and distributions to owners |  |  |  |  |
100,000 Ordinary shares issued of £1 each+ 62,846 preferred shares of £9.23 each | 680,109 | - | - | - | 680,109
Capital Contribution | - | - | 596,358 | - | 596,358
Total transactions with owners | 680,109 | - | 596,358 | - | 1,276,467
At 31 December 2024 | 1,729,706 | (2,254) | 973,026 | (2,483,239) | 217,239
| The notes on pages 18 to 36 form part of these financial statements.
Page 14
GEMBA FINANCE LTD STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 DECEMBER 2023
| Called up share capital | Foreign exchange reserve | Other reserves | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 November 2022 | 1,049,597 | (3,463) | - | (707,806) | 338,328
Comprehensive income for the period |  |  |  |  |
Loss for the period | - | - | - | (521,633) | (521,633)
Other comprehensive income for the period | - | - | - | - | -
Total comprehensive income for the period | - | - | - | (521,633) | (521,633)
Contributions by and distributions to owners |  |  |  |  |
Foreign exchange movements | - | 1,209 | - | - | 1,209
Other movement type 2 | - | - | 376,668 | - | 376,668
Total transactions with owners | - | 1,209 | 376,668 | - | 377,877
At 31 December 2023 | 1,049,597 | (2,254) | 376,668 | (1,229,439) | 194,572
| The notes on pages 18 to 36 form part of these financial statements.
Page 15
GEMBA FINANCE LTD STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 DECEMBER 2024
|  |  | 2024 | 2023
|  |  | £ | £
Cash flows from operating activities |  |
Loss for the financial Period | (1,253,800) | (521,633)
Adjustments for: |  |
Amortisation of intangible assets | 95,335 | 84,023
Depreciation of tangible assets | 2,595 | 4,196
Loss on disposal of tangible assets | 7,177 | -
Interest paid | 29,775 | 11,361
Decrease in debtors | 3,267 | 9,953
(Increase) in amounts owed by group undertakings | (61,241) | (8,849)
Increase in creditors | 153,159 | 214,019
Foreign exchange | - | (4,154)
Net cash generated from operating activities | (1,023,733) | (211,084)
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (220,819) | (76,057)
Purchase of tangible fixed assets | (7,649) | (6,748)
Purchase of fixed asset investments | - | (1,295)
Net cash from investing activities | (228,468) | (84,100)
Cash flows from financing activities |  |
Proceeds from called up share capital | 790,778 | 20,225
Loans from related parties | - | 131,969
Loan from investors | 566,583 | 203,268
Net cash used in financing activities | 1,357,361 | 355,462
Net increase in cash and cash equivalents | 105,160 | 60,278
Cash and cash equivalents at beginning of Period | 68,161 | 7,883
Cash and cash equivalents at the end of Period | 173,321 | 68,161
Cash and cash equivalents at the end of Period comprise: |  |
Cash at bank and in hand | 173,321 | 68,161
| 173,321 | 68,161
The notes on pages 18 to 36 form part of these financial statements.
Page 16
GEMBA FINANCE LTD ANALYSIS OF NET DEBT FOR THE PERIOD ENDED 31 DECEMBER 2024
| At 1 January 2024 | Cash flows | At 31 December 2024
| £ | £ | £
Cash at bank and in hand | 68,161 | 105,160 | 173,321
Debt due within 1 year | (265,808) | (105,203) | (371,011)
| (197,647) | (43) | (197,690)
The notes on pages 18 to 36 form part of these financial statements.
Page 17
GEMBA FINANCE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
1. | General information
Gemba Finance Ltd, is a private company, limited by shares reigstered in England & Wales. The Company's registered office and registered number can be found on the Company Information page. 2. Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The Directors have determined that the Company’s functional currency and presentation currency are Pound Sterling (GBP). The financial statements have been prepared on a going concern basis, which assumes that the Company will continue to operate for the foreseeable future. In 2024 the Company incurred a loss for the year of £1,253,800 (2023: £521,633) and had net assets / total equity of £217,239 at 31 December 2024 (2023: £194,572). Management has assessed the Company’s ability to continue as a going concern and has considered all relevant information, including the availability of resources, expected cash flows, and future business prospects. During September 2024, the Company implemented a “white-label” solution that has successfully resulted in the acquisition of a significant number of UK corporate clients. This initiative contributed to a 200% increase in Q4 2024 revenue compared to the prior quarter, with a payments volume exceeding £10 million. Trading momentum has continued into 2025 and, for the eleven months ended 30 November 2025, the Company generated revenue of approximately £2,697k and processed customer funds turnover in excess of £800m. This growth has strengthened the Company’s financial position and supports its ability to meet obligations as they fall due. Additionally, the Company’s current and new investors have actively supported the Company throughout 2024, contributing approximately £1.2 million to fund its development and growth initiatives. Furthermore, the Company has already secured commitments totalling approximately £1.8 million, with funding expected to be finalised in Q1–Q2 2025. The Company’s ultimate beneficial owner (“UBO”) has supported the Company historically and has confirmed their intention to continue providing support, as required, for at least 12 months from the date of approval of these financial statements; management has obtained a letter of support from the UBO. While certain uncertainties remain that could cast doubt on the Company’s ability to continue as a going concern, management has implemented appropriate plans to address these uncertainties and remains confident in the Company’s sustainability. Accordingly, the financial statements do not include any adjustments that might be necessary if the Company were unable to continue as a going concern. The following principal accounting policies have been applied: Page 18
GEMBA FINANCE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 2. Accounting policies (continued)
| 2.2 | Foreign currency translation
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. Page 19
GEMBA FINANCE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 2. Accounting policies (continued)
| 2.3 | Revenue
Revenue recognition Revenue is recognised as the control of services is transferred to the customer, using the amount that the Company expects to be entitled to in exchange for the services. Depending on whether performance obligations expressed in the customer contracts are fulfilled, revenue is recognised either over time, in a manner that best reflects the entity’s performance of those obligations, or at a point in time, when control of the services is transferred to the customer. The Company recognises revenue for fees on an ‘over time’ basis if any of the following criteria are met: • the customer concurrently receives and consumes the benefits provided by the Company’s performance as the Company performs its obligation; • the Company’s performance creates or enhances a customer-controlled asset; and • the Company’s performance does not create an asset with an alternative use, and the Company has a right to payment for performance completed to date. Otherwise, revenue is recognised at a point in time (when control transfers) for performance obligations that do not meet the criteria for recognition of revenue over time. Revenue from customer contracts is split into four main income streams: Transaction fee income Transactional fee income is recognised at the point in time when transactional banking services, i.e. in and out-bound transactions and foreign exchange transactions, are successfully completed, i.e. the point in time the service is transferred to the customer. Non-transaction fee income Monthly fees This includes a fixed monthly charge for the use of banking services provided by the Company such as actual and virtual account fees and access to online banking services and variable monthly charges for the number of active and virtual accounts added in the month. Monthly fee income is recognised as revenue over the period the customers’ account services are provided, i.e. on an ‘over time’ or a pro-rata basis. Implementation fees One-off ‘implementation’ fees are charged to customers for set up and on-boarding, based on transaction prices set out in the customers’ contract. On-boarding fees are recognised ‘over time’ on a right-to-consideration basis. Due diligence fees ‘Due diligence’ services includes risk assessments, know-your-client, anti-money laundering and politically exposed person checks. These fees are charged to the customer at the point in time when the checks have been completed. Where fees are received in advance of providing the contracted services, the income is deferred and recognized as a contract liability on the Statement of Financial Position and released to the Statement of Comprehensive Income as services are provided over the relevant contracted period. Where fees are received in arrears of providing the contracted services, the income is accrued in the Statement of Comprehensive Income as services are provided over the relevant contracted period and recognized as accrued income on the Statement of Financial Position. The accrued income is derecognized from the Statement of Financial Position when the fees are received. Page 20
GEMBA FINANCE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 2. Accounting policies (continued) Determining the transaction price Most of the Company’s revenue is derived from contracts with specify fixed fees for services and therefore the amount of revenue to be earned from each contract is determined by reference to those fixed fees. Allocating amounts to performance obligations For all client contracts, each service type has a fee attached. The contract price is the standalone selling price of specific services provided in such contracts.
| 2.4 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.5 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.6 | 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.
| 2.7 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds. Page 21
GEMBA FINANCE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 2. Accounting policies (continued)
| 2.8 | Intangible assets - Computer Software
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. At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. 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. Intangible Assets comprise of internally developed core banking app: Ge.mba and Canopus E-pay suite and initial set up fees to the payment processor partners which enable the company to provide its payment services that qualify for recognition as an intangible asset. - Ge.mba is a web application clients portal primarily for internet banking and; - Canopus Epay suite is the core banking platform – Macrobank used by the Company for keeping client records, managing payments, AML checks. The Company is constantly developing new features to the system. They are subject to impairment testing in accordance with the process described above and the management has concluded that no impairment is required. Estimated useful lives of intangible assets are reviewed on annual basis by the directors. The estimated useful lives range is as follows: Core banking solution and payments gateway 10 years Web banking solution 5 years API solution 5 years Before deciding to capitalise the development costs, the management assessed the development costs against the following recognition criteria: - Future economic benefits from the assets are probable; - Cost can be measured reliably; - Management intends to complete and use the asset; - The Company has adequate and available resources to complete and use the asset; - The management has ability to use the asset; - The software is technically feasible to complete. . Page 22
GEMBA FINANCE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 2. Accounting policies (continued)
| 2.9 | Intangible Assets - Trademarks
Costs directly related to the registration and legal fees of a trademark are capitalized as intangible assets. Costs related to marketing or promoting a trademark are not capitalized, but expensed. If a trademark is purchased from another company, its cost is recorded at fair market value. Estimated useful lives of intangible assets are reviewed on annual basis by the directors. The estimated useful lives range is as follows: Trademarks - 10 years At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. .
| 2.10 | Taxation
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. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Page 23
GEMBA FINANCE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 2. Accounting policies (continued)
| 2.11 | Tangible fixed assets
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. At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis. Depreciation is provided on the following basis:
|  |  |  | Plant and machinery | - | 25% |
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.
| 2.12 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
| 2.13 | Debtors
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. Page 24
GEMBA FINANCE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 2. Accounting policies (continued)
| 2.14 | Cash and cash equivalents
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. In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.
| 2.15 | Creditors
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.
| 2.16 | Financial instruments
Financial instruments are recognised on the Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument. Financial instruments are initially measured at transaction price unless the arrangement constitutes a financing transaction which includes transaction costs for financial instruments not subsequently measured at fair value. Subsequent to initial recognition, they are measured as set out below. A financing transaction is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financial assets and financial liabilities are offset and the net amount reported in the Statement of- In the course of our audit we noted that as an authentic electronic money institution the company has still not met the requirements to undergo a safeguarding audit for the client funds it has. Financial Position only when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.
| 2.17 | Segregated account funds
Segregated account funds represents amount held in segregated bank accounts, which represent funds held on behalf of consumers and merchants. These segregated bank accounts are segregated from operating funds. In compliance with the safeguarding provisions within the Financial Conduct Authority ("FCA") and Payment Services Regulations 2017, the company is required to safeguard funds which are received from consumers and merchants which have not yet been disbursed to the intended recipient. The Company has chosen to present the segregated funds as off balance sheet items. Please refer to Note 24.
| 2.18 | Capital Contribution Reserve
Capital contributions are treated as part of equity in the amended financial statements. These contributions increase the company's equity without the issuance of additional shares. Contributions should be recognised at fair value on the date of receipt. For non-cash contribtutions, the fair value should be reliably measured (e.g. market value or an appraisal). Contributions are recognised when the assets or funds are received and there is no obligation to return them. Page 25
GEMBA FINANCE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Revenue from payment services | 305,892 | 744,854
|  | 305,892 | 744,854
Analysis of turnover by country of destination:
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| United Kingdom | 305,892 | 744,854
|  | 305,892 | 744,854
Page 26
GEMBA FINANCE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
5. | Other operating income
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other operating income | 10,548 | -
|  | 10,548 | -
6. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Exchange differences | 3,432 | 3,035
| Other operating lease rentals | 56,864 | 69,873
7. | Auditors' remuneration
| During the Period, the Company obtained the following services from the Company's auditors:
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fees payable including VAT to the Company's auditors and their associates for the audit of the Company's financial statements | 18,000 | 16,320
Page 27
GEMBA FINANCE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
8. | Employees
| Staff costs, including Directors' remuneration, were as follows:
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Wages and salaries | 510,214 | 485,729
| Social security costs | 91,390 | 92,599
| Cost of defined contribution scheme | 957 | 2,011
|  | 602,561 | 580,339
| The average monthly number of employees, including the Directors, during the period was as follows:
|  |  | Year ended 31 December | Period ended 31 December
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Administration | 12 | 12
9. | Directors' remuneration
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Directors' emoluments | 113,152 | 112,676
|  | 113,152 | 112,676
Page 28
GEMBA FINANCE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
10. | Interest receivable
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other interest receivable | 5 | -
|  | 5 | -
11. | Interest payable and similar expenses
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other loan interest payable | 29,550 | 11,361
| Other interest payable | 225 | -
|  | 29,775 | 11,361
Page 29
GEMBA FINANCE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
12. | Taxation
| Factors affecting tax charge for the current period
| The tax assessed for the current period is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 22.9%). The differences are explained below:
|  |  |  |  | Year ended 31 December | Period ended 31 December
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (1,253,800) | (521,633)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22.9%) | (313,450) | (119,454)
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 23,834 | 19,963
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 2,030 | -
| Capital allowances for Period/period in excess of depreciation | (1,264) | (584)
| Unrelieved tax losses carried forward | 288,850 | 100,075
| Total tax charge for the current period | - | -
| Factors that may affect future tax charges
No deferred tax asset has been provided in respect of tax losses carried forward of £2,108,583 (2023: £953,185) due to uncertainty of the timing of future profitability. Page 30
GEMBA FINANCE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
13. | Intangible assets
|  | Trademarks | Computer software | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2024 | 12,736 | 703,865 | 716,601
| Additions - internal | - | 220,819 | 220,819
| Disposals | - | (9,162) | (9,162)
| At 31 December 2024 | 12,736 | 915,522 | 928,258
| Amortisation |  |  |
| At 1 January 2024 | 2,349 | 187,679 | 190,028
| Charge for the Period on owned assets | 1,273 | 94,062 | 95,335
| On disposals | - | (1,985) | (1,985)
| At 31 December 2024 | 3,622 | 279,756 | 283,378
| Net book value |  |  |
| At 31 December 2024 | 9,114 | 635,766 | 644,880
| At 31 December 2023 | 10,388 | 516,186 | 526,574
| No impairment on intangible assets occured during the year.
Page 31
GEMBA FINANCE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
14. | Tangible fixed assets
|  | Plant and machinery
|  | £
| Cost or valuation |
| At 1 January 2024 | 20,065
| Additions | 7,649
| At 31 December 2024 | 27,714
| Depreciation |
| At 1 January 2024 | 10,129
| Charge for the Period on owned assets | 2,595
| At 31 December 2024 | 12,724
| Net book value |
| At 31 December 2024 | 14,990
| At 31 December 2023 | 9,935
15. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2024 | 1,295
| At 31 December 2024 | 1,295
Page 32
GEMBA FINANCE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Gemba Inc | USA | Ordinary | 100%
| Gemba Tech | UAE | Ordinary | 100%
| The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the Period ended on that date for the subsidiary undertakings was as follows:
| Name | Profit/(Loss)
|  | £
| Gemba Inc | 33,742
| Gemba Tech | 16,535
| Details of subsidiary undertakings are as below: Gemba Tech Ltd, a wholly owned subsidiary was incorporated in UAE on 30 September 2022. The registered office of the subsidiary is Unit GA 00 SZ L1 RT 201, Level 1, Gate Avenue South Zone, Dubai International Financial Centre, Dubai, United Arab Emirates. The principal activity of the subsidiary is software development. In 2023 the Company acquired Gemba Inc, a wholly owned subsidiary registered in New York, USA. Gemba Inc. has already received an MCB license. It's principal activity is to facilitate payment services in the USA. The Company has not prepared consolidated financial statements as it qualifies for the small group exemption under section 399 of the Companies Act 2006. Accordingly, these financial statements present the results and financial position of the Company as a single entity.
16. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 70,090 | 8,849
| Other debtors | 10,995 | 9,936
| Called up share capital not paid | 11,176 | 121,845
| Prepayments and accrued income | 3,000 | 7,327
|  | 95,261 | 147,957
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GEMBA FINANCE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
17. | Cash and cash equivalents
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Cash at bank and in hand | 173,321 | 68,161
|  | 173,321 | 68,161
18. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | 60,140 | 31,863
| Other taxation and social security | 142,866 | 172,899
| Other creditors | 412,939 | 293,632
| Accruals and deferred income | 96,563 | 60,956
|  | 712,508 | 559,350
19. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1,149,597 (2023 - 1,049,597) Ordinary shares of £1.00 each | 1,149,597 | 1,049,597
|  | 62,846 (2023 -Nil ) Preferred shares at average price of £9.23 each | 580,109 | -
|  |  | 1,729,706 | 1,049,597
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GEMBA FINANCE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 19. Share capital (continued)
| Other reserves consist of the convertible instrument, which is classified within equity because the Company assessed the classification requirements under FRS102 and concluded that they are met on the basis that: • the Company has no unconditional contractual obligation to deliver cash and the holder has no unconditional right to demand cash repayment; • settlement is structured to occur through the issue of a fixed number of shares at a pre-agreed valuation if not repaid voluntarily. Other reserves comprise the capital contribution reserve arising from the Company’s convertible funding arrangements that are classified within equity under UK GAAP. The balance at 31 December 2024 was £973,026 (2023: £376,668). During the year, the Company decided not to convert £173,400 (being the GBP equivalent of EUR 200,000) of previously recognised capital contributions, resulting in a decrease in other reserves. In addition, the Company recognised new capital contributions of £769,758 during the year, resulting in the closing balance of £973,026.
During the year, the Company issued 62,846 preferred shares with the average price of £9.23 each; the Company also issued 100,000 ordinary shares at £1.00 each. These shares were issued to six counterparties
20. | Commitments under operating leases
| At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Not later than 1 year | 52,812 | 52,124
|  | 52,812 | 52,124
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GEMBA FINANCE LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
21. | Related party transactions
| Included in other creditors, is £160,185 (2023: £411,830) owed to A Legoshin, the director and ultimate beneficiary owner of the Company in respect of loans advanced to the Company. Also included in other creditors is £220,347 (2023: £27,378) owed to V Dereviagin, director of the Company in respect of loans advanced to the Company. The loans were advanced to finance capital expenditure and for operational purposes. They are unsecured, repayable on demand and carry an interest rate of 3%. Interest of £29,778 (2023: £11,361) has been charged during the year. Included in debtors are amounts owed by group undertakings of £70,090 (2023: £8,849). These balances relate to intercompany funding and recharges of costs incurred on behalf of the subsidiaries. Of the year-end balance, approximately £60,155 is due from Gemba Inc (2023: c. £439) and the remainder relates to Gemba Tech Ltd (2023: c. £8,410). Gemba Inc balances principally relate to operational and regulatory set-up costs funded by the Company. Gemba Tech balances principally relate to software and business development and associated support services provided to the Company.
22. | Controlling party
The ultimate controlling party is Alexander Legoshin.
23. | Auditor's limitation liability agreement
An auditors' limitation of liability agreement has been approved by the members for the financial year ended 31 December 2024. The principal terms and conditions are as below: - The agreement limit's the amount of any liability owed to the Company by the auditors in respect of any negligence default, breach of duty or breach of trust, occurring in the course of audit of the Company's accounts and pursuant to this agreement the auditor may be guilty in relation to the Company. - The agreement also stipulates the maximum aggregated amount payable in event of any of the circumstances stated above.
24. | Client Monies
Client monies of £1,590,042 (2023: £1,096,535) is segregated from the Company's own monies and is excluded from cash at bank and in hand during the year.
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