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REGISTERED NUMBER: 08274157 (England and Wales)















Report of the Directors and

Financial Statements

for the year ended

28 February 2023

for

PSG Konsult MS UK Limited

PSG Konsult MS UK Limited (Registered number: 08274157)






Contents of the Financial Statements
for the year ended 28 February 2023




Page

Company Information 1

Report of the Directors 2

Report of the Independent Auditors 3

Statement of Comprehensive Income 5

Balance Sheet 6

Statement of Changes in Equity 7

Cash Flow Statement 8

Notes to the Cash Flow Statement 9

Notes to the Financial Statements 10


PSG Konsult MS UK Limited

Company Information
for the year ended 28 February 2023







DIRECTORS: M I F Smith
G C Krüger



SECRETARY: PSG Management Services (Pty) Ltd



REGISTERED OFFICE: 42 Brook Street
London
W1K 5DB



REGISTERED NUMBER: 08274157 (England and Wales)



AUDITORS: Just Audit Limited
Chartered Accountants and Statutory Auditors
Strelley Hall
Main Street
Strelley
Nottingham
NG8 6PE



BANKERS: Standard Bank Jersey Limited
47-49 La Motte Street
St. Helier
Jersey
JE4 8XR

PSG Konsult MS UK Limited (Registered number: 08274157)

Report of the Directors
for the year ended 28 February 2023

The directors present their report with the financial statements of the company for the year ended 28 February 2023.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of the provision of corporate, financial, administrative, and advisory services to its parent company, PSG Management Services (Pty) Ltd.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 March 2022 to the date of this report.

M I F Smith
G C Krüger

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 and then apply them consistently;
-make judgements 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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:





M I F Smith - Director


23 November 2023

Report of the Independent Auditors to the Members of
PSG Konsult MS UK Limited

Opinion
We have audited the financial statements of PSG Konsult MS UK Limited (the 'company') for the year ended 28 February 2023 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, 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 28 February 2023 and of its profit 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 UK, including the FRC'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
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.

Other information
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Directors has 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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; or
- the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Report of the Independent Auditors to the Members of
PSG Konsult MS UK Limited


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

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 a Report of the Auditors 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 gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above and, 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. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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 Report of the Auditors.

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 a Report of the Auditors 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.




David Fletcher BA BFP FCA (Senior Statutory Auditor)
for and on behalf of Just Audit Limited
Chartered Accountants and Statutory Auditors
Strelley Hall
Main Street
Strelley
Nottingham
NG8 6PE

23 November 2023

PSG Konsult MS UK Limited (Registered number: 08274157)

Statement of Comprehensive Income
for the year ended 28 February 2023

2023 2022
Notes £    £   

TURNOVER 3 5,403,032 4,159,428

Administrative expenses 4,924,587 6,521,316
OPERATING PROFIT/(LOSS) and
PROFIT/(LOSS) BEFORE TAXATION 478,445 (2,361,888 )

Tax on profit/(loss) 6 41,489 (588,994 )
PROFIT/(LOSS) FOR THE FINANCIAL YEAR 436,956 (1,772,894 )

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

436,956

(1,772,894

)

PSG Konsult MS UK Limited (Registered number: 08274157)

Balance Sheet
28 February 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 7 4,601 5,154

CURRENT ASSETS
Debtors 8 2,382,257 2,400,371
Deferred tax asset 8 788,820 830,309
Cash at bank 701,253 499,526
3,872,330 3,730,206
CREDITORS
Amounts falling due within one year 9 3,542,913 3,583,590
NET CURRENT ASSETS 329,417 146,616
TOTAL ASSETS LESS CURRENT
LIABILITIES

334,018

151,770

CREDITORS
Amounts falling due after more than one
year

10

1,773,411

2,028,119
NET LIABILITIES (1,439,393 ) (1,876,349 )

CAPITAL AND RESERVES
Called up share capital 14 1 1
Retained earnings 15 (1,439,394 ) (1,876,350 )
SHAREHOLDERS' FUNDS (1,439,393 ) (1,876,349 )

The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 23 November 2023 and were signed on its behalf by:




G C Krüger - Director



M I F Smith - Director


PSG Konsult MS UK Limited (Registered number: 08274157)

Statement of Changes in Equity
for the year ended 28 February 2023

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 March 2021 1 (103,456 ) (103,455 )

Changes in equity
Total comprehensive income - (1,772,894 ) (1,772,894 )
Balance at 28 February 2022 1 (1,876,350 ) (1,876,349 )

Changes in equity
Total comprehensive income - 436,956 436,956
Balance at 28 February 2023 1 (1,439,394 ) (1,439,393 )

PSG Konsult MS UK Limited (Registered number: 08274157)

Cash Flow Statement
for the year ended 28 February 2023

2023 2022
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 203,643 73,668
Net cash from operating activities 203,643 73,668

Cash flows from investing activities
Purchase of tangible fixed assets (1,916 ) (3,954 )
Net cash from investing activities (1,916 ) (3,954 )

Increase in cash and cash equivalents 201,727 69,714
Cash and cash equivalents at beginning
of year

2

499,526

429,812

Cash and cash equivalents at end of year 2 701,253 499,526

PSG Konsult MS UK Limited (Registered number: 08274157)

Notes to the Cash Flow Statement
for the year ended 28 February 2023

1. RECONCILIATION OF PROFIT/(LOSS) FOR THE FINANCIAL YEAR TO CASH GENERATED FROM
OPERATIONS
2023 2022
£    £   
Profit/(loss) for the financial year 436,956 (1,772,894 )
Depreciation charges 2,469 1,500
Taxation 41,489 (588,994 )
480,914 (2,360,388 )
Decrease/(increase) in trade and other debtors 86 (1,138,812 )
(Decrease)/increase in trade and other creditors (277,357 ) 3,572,868
Cash generated from operations 203,643 73,668

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 28 February 2023
28/2/23 1/3/22
£    £   
Cash and cash equivalents 701,253 499,526
Year ended 28 February 2022
28/2/22 1/3/21
£    £   
Cash and cash equivalents 499,526 429,812


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1/3/22 Cash flow At 28/2/23
£    £    £   
Net cash
Cash at bank 499,526 201,727 701,253
499,526 201,727 701,253
Total 499,526 201,727 701,253

PSG Konsult MS UK Limited (Registered number: 08274157)

Notes to the Financial Statements
for the year ended 28 February 2023

1. STATUTORY INFORMATION

PSG Konsult MS UK Limited is a private company limited by shares and registered in England and Wales, number 08274157. Its registered office is:
42 Brook Street
London
W1K 5DB

The presentation currency is £ Sterling.

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company is dependent on the continuing support of its ultimate holding company, PSG Financial Services Limited (formerly known as PSG Konsult Limited). PSG Financial Services Limited has indicated to the directors that it is willing to provide this support.


Going Concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future due to the fact that the company has the continued support of the group. The directors have been given assurance that this support will continue for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the rendering of services. Turnover from the rendering of services is recognised as the service is delivered.

Tangible fixed assets
Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows:

Computer equipment over 3 years
Fixtures and fittings over 6 years
Office equipmentover 5 years

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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.

PSG Konsult MS UK Limited (Registered number: 08274157)

Notes to the Financial Statements - continued
for the year ended 28 February 2023

2. ACCOUNTING POLICIES - continued

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.

Debtors
Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment Iosses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.

Creditors
Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.

Provisions
Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably

Key sources of estimation uncertainty
Employee benefits
Share-based compensation
On a subsidiary level, the share-based compensation scheme is treated as a cash-settled share­based compensation plan.

The company recognises the value of the services received (expense), and the liability to pay for those services, as the employees render service. The liability is measured, initially, and at each reporting date until settled, at the fair value appropriate to the scheme, taking into account the terms and conditions on which the rights were granted, and the extent to which the employees have rendered service to date, excluding the impact of any non-market related vesting conditions. Non-market-related vesting conditions are included in the assumptions regarding the number of units expected to vest. These assumptions are revised at every reporting date. The impact of the revision of original estimates, if any, is recognised in the income statement, and a corresponding adjustment is made to the liability.

The other key sources of estimation uncertainty involved in fair valuing these share based payments are the dividend yield, the volatility, and the risk free interest rate. These are detailed in note 12.

Disclosure exemptions
The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are
consolidated into the financial statements of PSG Financial Services Limited (formerly known as PSG Konsult Limited). As such, advantage has been taken of the following disclosure exemption available under paragraph 1.12 of FRS 102:
a) No disclosure has been given for the aggregate remuneration of key management personnel.

PSG Konsult MS UK Limited (Registered number: 08274157)

Notes to the Financial Statements - continued
for the year ended 28 February 2023

3. TURNOVER

The turnover and profit (2022 - loss) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2023 2022
£    £   
Services rendered 5,403,032 4,159,428
5,403,032 4,159,428

An analysis of turnover by geographical market is given below:

2023 2022
£    £   
Outside the UK 5,403,032 4,159,428
5,403,032 4,159,428

4. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 4,079,494 5,954,836
Social security costs 632,647 335,809
Other pension costs 2,642 2,091
4,714,783 6,292,736

The average number of employees during the year was as follows:
2023 2022

Management (including directors) 4 4

2023 2022
£    £   
Directors' remuneration - -

Wages and salaries includes the share based payment costs as detailed in note 12.

5. OPERATING PROFIT/(LOSS)

The operating profit (2022 - operating loss) is stated after charging:

2023 2022
£    £   
Other operating leases 78,696 70,681
Depreciation - owned assets 2,469 1,500
Audit fees 11,521 6,600
Foreign exchange differences 18,575 106,206

PSG Konsult MS UK Limited (Registered number: 08274157)

Notes to the Financial Statements - continued
for the year ended 28 February 2023

6. TAXATION

Analysis of the tax charge/(credit)
The tax charge/(credit) on the profit for the year was as follows:
2023 2022
£    £   
Deferred tax 41,489 (588,994 )
Tax on profit/(loss) 41,489 (588,994 )

UK corporation tax has been charged at 19% (2022 - 19%).

Please see note 13 regarding deferred tax for further details.

From 1st April 2023, under current legislation, the corporation tax main rate for non-ring fenced profits will be increased to 25% applying to profits over £250,000.

7. TANGIBLE FIXED ASSETS
Fixtures
& fittings
and
equipment
£   
COST
At 1 March 2022 18,377
Additions 1,916
At 28 February 2023 20,293
DEPRECIATION
At 1 March 2022 13,223
Charge for year 2,469
At 28 February 2023 15,692
NET BOOK VALUE
At 28 February 2023 4,601
At 28 February 2022 5,154

8. DEBTORS

20232022
£   £   
Amounts owed by participating interests92,303110,331
Rental deposit10,76610,766
Prepayments and accrued income2,279,1882,279,274
2,382,2572,400,371

Deferred tax asset (see note 13)788,820830,309

9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade creditors - 896
Social security and other taxes 1,269 1,028
Other creditors (see note 12) 1,269,085 1,294,693
Accruals and deferred income 2,272,559 2,286,973
3,542,913 3,583,590

PSG Konsult MS UK Limited (Registered number: 08274157)

Notes to the Financial Statements - continued
for the year ended 28 February 2023

10. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2023 2022
£    £   
Other creditors (see note 12) 1,773,411 2,028,119

11. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
£    £   
Within one year 45,864 43,680

PSG Konsult MS UK Limited (Registered number: 08274157)

Notes to the Financial Statements - continued
for the year ended 28 February 2023

12. PROVISIONS FOR OTHER LIABILITIES AND CHARGES

Employee benefit obligation - Cash-settled share incentive scheme
2023 2022
£ £
Balance at beginning of year 3,322,812 846,312
Options exercised during the year (1,446,031 ) (849,859 )
Charged against profit for the year 1,165,715 3,326,359
Balance at end of year 3,042,496 3,322,812

Current portion 1,269,085 1,294,694
Non-current portion 1,773,411 2,028,118
3,042,496 3,322,812
During the current and prior financial year, the company operated six (2022: six) cash-settled share incentive schemes in terms of the PSG Konsult Group Share Incentive Scheme. In terms of these schemes, share options are granted to executive directors, senior and middle management. The share options relate to PSG Financial Services Limited (formerly known as PSG Konsult Ltd) - a South African company listed on the Johannesburg Stock Exchange, the Namibian Stock Exchange and the Stock Exchange of Mauritius.

In terms of these share incentive schemes, share options are allocated to participants at grant date at market price. The settlement of the purchase consideration payable by the employee in terms of the share options granted occurs on delivery/vesting.

The assumptions made regarding share options are set out in this note.

The total share based payment costs recognised in the income statement is £1,165,715 (2022: £3,326,359). The share-based payment cost expensed forms part of the liability at the year end.

The weighted average strike price of share options exercised in terms of the scheme during the year under review was R8.36 per share (2022: R7.90 per share), where "R" represents the South African Rand.

The share-based payments do not vest until the employees completed a specified period of service, therefore the expense is accounted for as those services are rendered during the vesting period, with a corresponding increase in liabilities.

The fair value was determined using the Modified Binomial Tree valuation model.

Vesting of shares occurs as follows: %
2 years after grant date 25
3 years after grant date 25
4 years after grant date 25
5 years after grant date 25
100


Granting of share options occurred
No. of share
options

Strike price - R
1 July 2012 10,000,000 1.83
1 March 2013 12,500,000 2.83
1 April 2014 6,350,000 5.06
1 April 2015 895,186 7.27
1 April 2016 10,335,579 6.81
1 April 2017 3,156,559 7.59
1 April 2018 3,750,000 8.74
1 April 2019 4,000,000 10.15
1 April 2020 4,800,000 7.13
1 April 2021 8,500,000 9.08
1 April 2022 6,750,000 12.71
71,037,324

PSG Konsult MS UK Limited (Registered number: 08274157)

Notes to the Financial Statements - continued
for the year ended 28 February 2023

12 PROVISIONS FOR OTHER LIABILITIES AND CHARGES (Continued)
Assumptions used in the valuation model:
Volatility Dividend Risk-free Spot price
used yield rate
% % % R
28 February 2023 27.67 - 39.72 3.23 - 3.71 7.61 - 8.17 12.99
28 February 2022 32.92 - 40.66 2.68 - 3.17 4.57 - 6.58 13.74
28 February 2021 33.54 - 45.11 3.14 - 3.48 3.69 - 5.76 8.99
29 February 2020 27.16 - 31.70 3.12 - 3.72 6.19 - 6.64 7.90
28 February 2019 29.65 2.47 8.53 10.73
28 February 2018 21.36 2.21 8.72 8.59
28 February 2017 26.85 2.03 9.26 7.53
29 February 2016 34.87 1.94 9.79 6.81
28 February 2015 27.17 2.21 8.03 7.07
28 February 2014 29.25 2.23 8.07 4.30
28 February 2013 36.48 6.00 6.20 2.40

Analysis of outstanding scheme shares by financial year of maturity:
2023 2022


Weighted
average
strike price


Number
Weighted
average strike
price


Number
R R

28 February 2023 8.36 - 8.36 5,075,565
29 February 2024 8.78 6,637,500 8.78 6,637,500
28 February 2025 9.72 7,087,500 8.79 5,400,000
28 February 2026 9.63 5,837,500 8.38 4,150,000
28 February 2027 10.49 4,337,500 9.08 2,650,000
29 February 2028 12.71 1,687,500

25,587,500 23,913,065

2023 2022
Number Number

Number of share options allocated at beginning of year 23,913,065 15,774,673
Number of share options transferred during the year - 4,948,927
Number of share options vested during the year (5,075,565 ) (5,310,535 )
Number of share options allocated during the year 6,750,000 8,500,000
Number of share options expired during the year - -
Total number of share options allocated at the year end 25,587,500 23,913,065

On 19 April 2023 Messrs FJ Gouws and NM Gudka respectively accepted 5,000,000 and 1,250,000 share option awards at a strike price of R12.71 per share. These are exercisable in tranches of 25% each on the 2nd, 3rd, 4th and 5th anniversary of the award date.
The share options referred to above relate to PSG Financial Services Limited (formerly known as PSG Konsult Limited) Ordinary shares.

PSG Konsult MS UK Limited (Registered number: 08274157)

Notes to the Financial Statements - continued
for the year ended 28 February 2023

13. DEFERRED TAX











Deferred
tax on
losses









Deferred tax
on accelerated
capital
allowances






Deferred
tax on
unrealised
cash
settled
share
options












Total
££££
Balance at 1 March 2022(59,718) 979(771,570)(830,309)
Charge to Income Statement during year30,37217010,94741,489
Balance at 28 February 2023(29,346)1,149(760,623)(788,820)


14. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
1 Ordinary £1 1 1

15. RESERVES
Retained
earnings
£   

At 1 March 2022 (1,876,350 )
Profit for the year 436,956
At 28 February 2023 (1,439,394 )

Retained earnings comprise accumulated profits and losses.

16. CONTROLLING PARTY

PSG Group Limited unbundled its majority shareholding in PSG Financial Services Limited (formerly known as PSG Konsult Limited) on 12 September 2022. The change in the shareholding structure of PSG Financial Services Limited as a consequence of the unbundling will not impact the business model, operations or capital and solvency position of the PSG Konsult Group.

The company is a wholly owned subsidiary of PSG Management Services (Pty) Limited, a company registered in South Africa.

The parent company of the smallest group that prepares consolidated financial statements which include the results for PSG Konsult MS UK Limited is PSG Financial Services Limited and its registered office address is 4th Floor, The Edge, 3 Howick Close, Cape Town, Western Cape, 7530.