Company registration number 12824752 (England and Wales)
PAY PERFORM MANAGEMENT LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022
PAGES FOR FILING WITH REGISTRAR
PAY PERFORM MANAGEMENT LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 6
PAY PERFORM MANAGEMENT LIMITED
BALANCE SHEET
AS AT
30 NOVEMBER 2022
30 November 2022
- 1 -
2022
2021
as restated
Notes
£
£
£
£
Fixed assets
Investments
4
317,474
116,575
Current assets
Debtors
6
574
100
Creditors: amounts falling due within one year
7
(299,362)
(13,490)
Net current liabilities
(298,788)
(13,390)
Net assets
18,686
103,185
Capital and reserves
Called up share capital
100
100
Share premium account
103,085
103,085
Equity reserve
44,454
14,488
Profit and loss reserves
(128,953)
(14,488)
Total equity
18,686
103,185
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
For the financial year ended 30 November 2022 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The 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 by the board of directors and authorised for issue on 8 November 2023 and are signed on its behalf by:
C Mason
Director
Company Registration No. 12824752
PAY PERFORM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2022
- 2 -
1
Accounting policies
Company information
Pay Perform Management Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1-2 Silex Street, London, SE1 0DW.
1.1
Reporting period
The financial statements for the prior period covered the 15 month period from 19 August 2020 to 30 November 2021, to align the financial year end with the other group companies.
1.2
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 amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.3
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
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 balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
PAY PERFORM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2022
1
Accounting policies
(Continued)
- 3 -
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.
Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. 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
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.8
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
2
Judgements 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 periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
Total
4
4
PAY PERFORM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2022
- 4 -
4
Fixed asset investments
2022
2021
£
£
Shares in group undertakings
317,474
116,575
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 December 2021
116,575
Additions
200,899
At 30 November 2022
317,474
Carrying amount
At 30 November 2022
317,474
At 30 November 2021
116,575
5
Subsidiaries
Details of the company's subsidiaries at 30 November 2022 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Pay Perform Limited
England & Wales
Ordinary
100.00
-
Pay Perform OU
Estonia
Ordinary
100.00
-
Pay Perform Technologies Limited
Gibraltar
Ordinary
100.00
-
Pay Perform (Gibraltar) Limited
Gibraltar
Ordinary
100.00
-
Pay Perform Digital Limited
Gibraltar
Ordinary
100.00
-
Pay Perform Ireland Limited
Ireland
Ordinary
100.00
-
Pay Perform LT
Lithuania
Ordinary
-
100.00
Pay Perform Philippines Inc
Philippines
Ordinary
-
100.00
Pay Perform India Private Limited
India
Ordinary
-
100.00
6
Debtors
Restated
2022
2021
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
474
Other debtors
100
100
574
100
PAY PERFORM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2022
- 5 -
7
Creditors: amounts falling due within one year
2022
2021
£
£
Amounts owed to group undertakings
292,910
13,490
Accruals and deferred income
6,452
299,362
13,490
8
Share-based payment transactions
The company operates an unapproved employee share option plan (ESOP).
Share options will vest in line with a contract and are not physically awarded. Share options will be earned over 4 years on a straight line basis with a 2 year 'cliff'. A 'cliff' is the minimum period employees must work before receiving any benefit. Share options can be exercised when there is a significant event such as a partial sale, full sale or IPO. Each option entitles the holder to one ordinary B share in the company at a nominal value of £0.00001.
The number of share options outstanding at the start and end of the year are as follows:
Number of share options
Weighted average exercise price
2022
2021
2022
2021
Number
Number
£
£
Outstanding at 1 December 2021
333,321
0.01
Granted
501,805
505,782
0.01
0.01
Forfeited
(431,023)
(172,461)
0.01
0.01
Exercised
0.01
0.01
Outstanding at 30 November 2022
404,103
333,321
0.01
0.01
Exercisable at 30 November 2022
0.01
0.01
The options outstanding at 30 November 2022 had an average exercise price of £0.01 and an average remaining contractual life of 19 months.
Liabilities and expenses
During the year, the company recognised total share-based payment expenses of £29,966 (2021 - £14,488) which related to equity settled share based payment transactions.
9
Parent company
The controlling party is Pay Perform Holdings Limited due to its 100% shareholding in Pay Perform Management Limited.
PAY PERFORM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2022
- 6 -
10
Prior period adjustment
A prior period adjustment has been recognised in relation to the 2021 share based payment of £14,488 that was not previously recognised.