Company Registration No. 11841808 (England and Wales)
Gemelli Capital Limited
Unaudited financial statements
for the year ended 31 December 2024
Pages for filing with the registrar
Gemelli Capital Limited
Contents
Page
Statement of financial position
1
Notes to the financial statements
2 - 6
Gemelli Capital Limited
Statement of financial position
As at 31 December 2024
1
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
4
12,741,625
12,536,993
Current assets
Debtors
5
390,148
27,707
Cash at bank and in hand
89,346
235,965
479,494
263,672
Creditors: amounts falling due within one year
6
(12,354,552)
(12,436,392)
Net current liabilities
(11,875,058)
(12,172,720)
Net assets
866,567
364,273
Capital and reserves
Called up share capital
7
400
400
Profit and loss reserves
866,167
363,873
Total equity
866,567
364,273

The director of the company has elected not to include a copy of the income statement within the financial statements.true

For the financial year ended 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

T he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and signed by the director and authorised for issue on 10 March 2026.
Markku Lonnqvist
Director
Company Registration No. 11841808
Gemelli Capital Limited
Notes to the financial statements
For the year ended 31 December 2024
2
1
Accounting policies
Company information

Gemelli Capital Limited is a private company limited by shares incorporated in England and Wales. The registered office is 71 Queen Victoria Street, London, United Kingdom, EC4V 4BE.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Turnover

Dividend income from investments is recognised when the shareholder's right to receive payment has been established.

Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable.

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Changes in fair value are recognised in profit or loss. Transaction costs are expensed to profit or loss as incurred.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks..

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position 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.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Gemelli Capital Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
3
Basic financial liabilities

Basic financial liabilities, including simple loans a nd preference shares that are classified as debt, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

1.8
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Gemelli Capital Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
4
2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Fair Value Measurement of Listed Investments

The company holds listed investments which are measured at fair value through profit or loss in accordance with FRS 102 Section 11 and Section 12. The determination of fair value is considered a key source of estimation uncertainty.

Fair value is based on quoted market prices in active markets at the reporting date. While listed prices provide a reliable basis for valuation, management exercises judgement in assessing whether the market is active and whether quoted prices represent fair value, particularly in periods of market volatility or illiquidity.

No significant estimation uncertainty has been identified in the current year as the investments are traded on recognised stock exchanges with readily available market prices. However, management continues to monitor market conditions and any factors that may impact the reliability of quoted prices.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Total
1
1
4
Fixed asset investments
2024
2023
£
£
Other investments other than loans
12,741,625
12,402,266
Loans
-
0
134,727
12,741,625
12,536,993
Gemelli Capital Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
4
Fixed asset investments (continued)
5
Movements in fixed asset investments
Investments
Loans
Total
£
£
£
Cost or valuation
At 1 January 2024
12,402,266
134,727
12,536,993
Additions
3,809,194
-
3,809,194
Realised gain/(loss)
272,839
-
272,839
Unrealised gain/(loss)
219,200
-
219,200
Disposals
(3,961,874)
-
(3,961,874)
At 31 December 2024
12,741,625
134,727
12,876,352
Impairment
At 1 January 2024
-
-
-
Impairment losses
-
134,727
134,727
At 31 December 2024
-
134,727
134,727
Carrying amount
At 31 December 2024
12,741,625
-
12,741,625
At 31 December 2023
12,402,266
134,727
12,536,993
5
Debtors
2024
2023
Amounts falling due within one year:
£
£
Other debtors
390,148
27,707

As at 31 December 2024 an amount is due from a related party of £390,148 (2023: £nil). The party is related as it has a common directorship with the company. The loan is unsecured, repayable on demand and interest free.

6
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans and overdrafts
27,916
-
0
Trade creditors
10,300
-
0
Taxation and social security
75,068
(313)
Other creditors
12,241,268
12,436,705
12,354,552
12,436,392
Gemelli Capital Limited
Notes to the financial statements (continued)
For the year ended 31 December 2024
6
7
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
100
100
100
100
A Ordinary Shares of £1 each
100
100
100
100
B Ordinary Shares of £1 each
200
200
200
200
400
400
400
400
8
Directors' transactions

As at 31 December 2024, an amount of £10,741,239 (2023: £12,418,505) was due to the director. The loan is unsecured, repayable on demand and interest free. During the year there was advances amounting to £16,889 (£2023: 3,080,332) from the director to the company, as well as repayments made by the company to the director amounting to £1,511,815 (2023: £Nil).

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