REGISTERED NUMBER: 04443421 (England and Wales)

Gemba Solutions Ltd

Financial Statements

for the Year Ended 31 December 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

A Cormack

J C E Midence

REGISTERED OFFICE:

Ingenuity House

Bickenhill Lane

Birmingham

B37 7HQ

REGISTERED NUMBER:

04443421 (England and Wales)

AUDITORS:

Moffat Gilbert

Unit 12

Shottery Brook Office Park

Timothy's Bridge Road

Stratford upon Avon

Warwickshire

CV37 9NR

FIXED ASSETS

Intangible assets

4

-

3,140

Tangible assets

5

9,636

9,914

9,636

13,054

CURRENT ASSETS

Stocks

34,208

36,810

Debtors

6

281,191

362,124

Cash at bank and in hand

228,623

223,168

544,022

622,102

CREDITORS

Amounts falling due within one year

7

455,745

443,667

NET CURRENT ASSETS

88,277

178,435

TOTAL ASSETS LESS CURRENT LIABILITIES

97,913

191,489

CAPITAL AND RESERVES

Called up share capital

9

34,000

33,000

Share premium

10

1,193,317

1,074,317

Retained earnings

10

(1,129,404

)

(915,828

)

SHAREHOLDERS' FUNDS

97,913

191,489

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 8 May 2026 and were signed on its behalf by:

A Cormack - Director

1.	STATUTORY INFORMATION

Gemba Solutions Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company is expanding its software product range and is committing a great deal of its budget to the advertising and promotion of these products. The director is endeavouring to obtain additional contracts for the company in the following financial period in order to show an improvement in its results.

The company was purchased by the software group, Constellation Software Inc., on 30 April 2026 which resulted in a fresh injection of capital, as disclosed in note 15 to the accounts.

The capital injection together with the future plans for the company have satisfied the directors that the company can continue as a going concern and thus the accounts have been prepared on this basis.

Turnover

Turnover represents the total amount receivable by the company from the sale of goods and provision of services exclusive of Value Added Tax.

In the case of contracts in progress, these provisions of services relate to applications on account to the extent they may be charged within the contract terms. These are then adjusted to reflect the economic stage of completion compared to the stage of invoicing by the company.

With respect to subscription and software maintenance contracts, the sums for these services are allocated pro rata, on a daily basis, to the accounting period to which the specified dates of the contract relates to.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Website costs are being amortised evenly over their estimated useful life of five years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc

-

33.3% on cost and 20% on reducing balance

Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Work in progress valuations are further adjusted to reflect any contract losses that have been identified.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

Expenditure on research and development is written off in the year in which it is incurred. Development costs that relate to defined projects which are expected to earn future revenue are carried forward to be allocated against the derived income.

A new version of the main product is continually in the process of development.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 12 (2024 - 14 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2025

and 31 December 2025

31,075

AMORTISATION

At 1 January 2025

27,935

Charge for year

3,140

At 31 December 2025

31,075

NET BOOK VALUE

At 31 December 2025

-

At 31 December 2024

3,140

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2025

133,878

Additions

6,894

Disposals

(95,637

)

At 31 December 2025

45,135

DEPRECIATION

At 1 January 2025

123,964

Charge for year

4,813

Eliminated on disposal

(93,278

)

At 31 December 2025

35,499

NET BOOK VALUE

At 31 December 2025

9,636

At 31 December 2024

9,914

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade debtors

176,321

182,488

Amounts owed by group undertakings

388

425

Other debtors

-

62,669

Tax

43,831

90,334

Accrued income

14,028

10

Prepayments

46,623

26,198

281,191

362,124

In the reporting periods prior to the period to 31 December 2024, the notional tax had been shown in assets as a tax debtor. With the result for the year to 31 December 2024 it was charged to profit and loss account as effectively it's value was impaired.

This corporation tax is still recoverable but is contingent upon generating sufficient taxable profits to utilise the tax debtor. In note 6, the pertinent figure is shown correctly at £10,281 as the notional tax increased by this sum during the year, representing the 19% of the RDEC income for the year (25% in the previous year). The resultant £77,522 is then the notional tax carried forward as at 31 December 2025 but not provided to be prudent.

Also, to be prudent at 31 December 2025, there is the availability of £295,949 of unrelieved trading losses which can be used against the first available profits from the same trade in the future. At 31 December 2025 there are accelerated capital allowances of £2,777 so the accumulated timing differences at that date would yield a deferred tax asset at 25% in the sum of £73,293 due to these aspects.

Within prepayments is the deposit on the rented offices in the sum of £6,068. This is recoverable after more than one year.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

8,742

10,240

Amounts owed to group undertakings

35,483

3,296

Social security and other taxes

51,727

57,786

Deferred income

344,086

354,431

Accrued expenses

15,707

17,914

455,745

443,667

8.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.25

31.12.24

£

£

Within one year

44,447

32,551

Between one and five years

32,372

10,831

76,819

43,382

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

3,160,000

Ordinary

£0.01

31,600

30,600

(31.12.24 - 3,060,000 )

240,000

'B' (Converted from 'B'

Ordinary)

£0.01

2,400

2,400

34,000

33,000

100,000 Ordinary shares of £0.01 each were allotted as fully paid at a premium of 119p per share during the year.

10.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2025

(915,828

)

1,074,317

158,489

Deficit for the year

(213,576

)

(213,576

)

Cash share issue

-

119,000

119,000

At 31 December 2025

(1,129,404

)

1,193,317

63,913

11.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

G R F Gilbert FCA (Senior Statutory Auditor)

for and on behalf of Moffat Gilbert

12.	RELATED PARTY DISCLOSURES

TEMBOGROUP B.V. is the parent undertaking of the company and provided goods and services to the company in the amount of £71,437 (2024 £31,513). The amount owed by the company to the parent undertaking at the year end in respect of these transactions was £35,483 (2024 £3,296).

In the year to 31 December 2025, the company made sales to associated companies within the group in the amount of £7,448 (2024 £63,742).

At 31 December 2025, the balances owed to the company by other group members totalled £388 (2024 £425).

13.	POST BALANCE SHEET EVENTS

On 30 April 2026, a fresh issue of shares was made which injected equity into the company (including the share premium) to the value of £285,000. On that same date, the company was acquired by Constellation Software Inc.

14.	ULTIMATE CONTROLLING PARTY

TEMBOGROUP B.V. (a company registered in The Netherlands) was considered to be the controlling party of the company until 30 April 2026. The registered office of this company is Constructieweg 45, 8263 BC Kampen, The Netherlands. On 30 April 2026, the company was purchased by Vela Software Inc ( a company registered in Canada) which then became the parent undertaking and controlling party. The registered office of the company is 360 Adelaide Street West, Suite 500, Toronto, Ontario M5V 1R7. Canada. Vela Software Inc is owned by Constellation Software Inc ( a company registered in Canada) which is, therefore, the ultimate controlling party. The registered office of this company is 66 Wellington Street West, Suite 5300, TD Bank Tower, Toronto, Ontario M5K 1E6. Canada.