IRIS Accounts Productionv24.1.4.3313844275Board of Directors1.1.2331.12.2331.12.23falsetruetruefalsefalsetruetruetruetruetruefalseOrdinary0.01000 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh138442752022-12-31138442752023-12-31138442752023-01-012023-12-31138442752022-01-11138442752022-01-122022-12-31138442752022-12-3113844275ns15:EnglandWales2023-01-012023-12-3113844275ns14:PoundSterling2023-01-012023-12-3113844275ns10:Director12023-01-012023-12-3113844275ns10:PrivateLimitedCompanyLtd2023-01-012023-12-3113844275ns10:FRS1022023-01-012023-12-3113844275ns10:Audited2023-01-012023-12-3113844275ns10:LargeMedium-sizedCompaniesRegimeForDirectorsReport2023-01-012023-12-3113844275ns10:LargeMedium-sizedCompaniesRegimeForAccounts2023-01-012023-12-3113844275ns10:FullAccounts2023-01-012023-12-3113844275ns10:OrdinaryShareClass12023-01-012023-12-3113844275ns10:Director22023-01-012023-12-3113844275ns10:Director52023-01-012023-12-3113844275ns10:RegisteredOffice2023-01-012023-12-311384427512023-01-012023-12-311384427512022-01-122022-12-3113844275ns5:CurrentFinancialInstruments2023-12-3113844275ns5:CurrentFinancialInstruments2022-12-3113844275ns5:ShareCapital2023-12-3113844275ns5:ShareCapital2022-12-3113844275ns5:FurtherSpecificReserve1ComponentTotalEquity2023-12-3113844275ns5:FurtherSpecificReserve1ComponentTotalEquity2022-12-3113844275ns5:RetainedEarningsAccumulatedLosses2023-12-3113844275ns5:RetainedEarningsAccumulatedLosses2022-12-3113844275ns5:RetainedEarningsAccumulatedLosses2022-01-122022-12-3113844275ns5:FurtherSpecificReserve1ComponentTotalEquity2022-01-122022-12-3113844275ns5:FurtherSpecificReserve1ComponentTotalEquity2023-01-012023-12-3113844275ns5:ReportableOperatingSegment12023-01-012023-12-3113844275ns5:ReportableOperatingSegment12022-01-122022-12-3113844275ns5:ReportableOperatingSegment22023-01-012023-12-3113844275ns5:ReportableOperatingSegment22022-01-122022-12-3113844275ns5:ReportableOperatingSegment32023-01-012023-12-3113844275ns5:ReportableOperatingSegment32022-01-122022-12-3113844275ns5:ReportableOperatingSegment42023-01-012023-12-3113844275ns5:ReportableOperatingSegment42022-01-122022-12-3113844275ns5:TotalReportableOperatingSegmentsIncludingAnyUnallocatedAmount2023-01-012023-12-3113844275ns5:TotalReportableOperatingSegmentsIncludingAnyUnallocatedAmount2022-01-122022-12-3113844275ns5:ComputerEquipment2023-01-012023-12-3113844275ns5:ComputerEquipment2023-12-3113844275ns5:CurrentFinancialInstrumentsns5:WithinOneYear2023-12-3113844275ns5:CurrentFinancialInstrumentsns5:WithinOneYear2022-12-3113844275ns5:DeferredTaxation2023-01-012023-12-3113844275ns5:DeferredTaxation2023-12-3113844275ns10:OrdinaryShareClass12023-12-3113844275ns5:RetainedEarningsAccumulatedLosses2022-12-3113844275ns5:FurtherSpecificReserve1ComponentTotalEquity2022-12-3113844275ns5:RetainedEarningsAccumulatedLosses2023-01-012023-12-31

REGISTERED NUMBER: 13844275 (England and Wales)
















Report of the Directors and

Financial Statements for the Year Ended 31 December 2023

for


Toasttab UK Limited



Toasttab UK Limited (Registered number: 13844275)








Contents of the Financial Statements

for the Year Ended 31 December 2023





Page




Company Information  

1




Report of the Directors  

2




Report of the Independent Auditors  

4




Statement of Comprehensive Income

8




Statement of Financial Position  

9




Statement of Changes in Equity  

10




Notes to the Financial Statements

11





Toasttab UK Limited



Company Information

for the Year Ended 31 December 2023









DIRECTORS:

Elizabeth Kelly Boothby


James Michael Matlock


Michael John Senno





REGISTERED OFFICE:

3rd Floor


1 Ashley Road


Altrincham


Cheshire


WA14 2DT





REGISTERED NUMBER:

13844275 (England and Wales)





AUDITORS:

Ascendis Audit Limited


Unit 3, Building 2


The Colony


Altrincham Road


Wilmslow


Cheshire


SK9 4LY





BANKERS:

Citibank UK


Citigroup Centre


33 Canada Square


London


E14 5LB





SOLICITORS:

Goodwin Procter (UK) LLP


100 Cheapside


London


EC2V 6DY



Toasttab UK Limited (Registered number: 13844275)



Report of the Directors

for the Year Ended 31 December 2023


The directors present their report with the financial statements of the company for the year ended 31 December 2023.


PRINCIPAL ACTIVITY

The principal activity of the company is to supply services to the group and third party customers to support the engagement of cloud-based restaurant software providing a restaurant management and point of sale system to its customers.

The services provided consists of marketing support, sales support, and general and administrative support.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2023 (2022: nil).


DIRECTORS

James Michael Matlock (appointed 25 July 2023)

Michael John Senno (appointed 25 July 2023)

Elizabeth Kelly Boothby (appointed 25 July 2023)

Jennifer DiRico (resigned 25 July 2023)

Aman Narang (resigned 25 July 2023)


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

In so far as the directors are aware, there is no relevant audit information of which the company's statutory auditors are unaware and the directors have taken all relevant steps they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's statutory auditors are aware of that information.


Toasttab UK Limited (Registered number: 13844275)



Report of the Directors

for the Year Ended 31 December 2023



AUDITORS

The auditors, Ascendis Audit Limited, will be proposed for re-appointment under section 455 of the Companies Act 2006.


ON BEHALF OF THE BOARD:





James Michael Matlock - Director



1 August 2024


Report of the Independent Auditors to the Members of

Toasttab UK Limited


Opinion

We have audited the financial statements of Toasttab UK Limited (the 'company') for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and 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 31 December 2023 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 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.


Report of the Independent Auditors to the Members of

Toasttab UK Limited



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.


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.


Report of the Independent Auditors to the Members of

Toasttab UK Limited



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.


The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:


Based on our understanding of the company and sector, we identified that the principal risks of non-compliance with laws and regulations related to, but was not limited to, the Companies Act 2006 and UK tax legislation and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006.


We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to management bias in accounting estimates and judgements, especially with regard to share based payments, and in fraudulent revenue recognition.


Our procedures to respond to risks identified included the following:


o reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with

provisions of relevant laws and regulations described as having a direct effect on the financial statements;

o enquiring of management about actual and potential litigation and claims;

o performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

o in addressing the risk of fraud through management override of controls: testing the appropriateness of journal entries; assessing whether the accounting estimates, judgements and decisions made by management are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.


We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.


There are inherent limitations in our audit procedures described above. The more removed the laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to inquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


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.


Report of the Independent Auditors to the Members of

Toasttab UK Limited



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.





Paul Allan Byrne BA (Double Hons) FCA (Senior Statutory Auditor)

for and on behalf of Ascendis Audit Limited

Unit 3, Building 2

The Colony

Altrincham Road

Wilmslow

Cheshire

SK9 4LY


2 August 2024



Toasttab UK Limited (Registered number: 13844275)



Statement of Comprehensive

Income

for the Year Ended 31 December 2023



Period


12.1.22


Year Ended


to


31.12.23


31.12.22


Notes

£'000

£'000



TURNOVER

3

9,042


1,034




Cost of sales

(7,331

)

(759

)


GROSS PROFIT

1,711


275




Administrative expenses

(1,971

)

(206

)


OPERATING (LOSS)/PROFIT and


(LOSS)/PROFIT BEFORE TAXATION

(260

)

69




Tax on (loss)/profit

6

60


(30

)


(LOSS)/PROFIT FOR THE FINANCIAL

YEAR

(200

)

39




OTHER COMPREHENSIVE INCOME  


Share based payment reserve movement

767


65



Income tax relating to other comprehensive

income

-


-



OTHER COMPREHENSIVE INCOME

FOR THE YEAR, NET OF INCOME TAX

767


65



TOTAL COMPREHENSIVE INCOME

FOR THE YEAR

567


104





Toasttab UK Limited (Registered number: 13844275)



Statement of Financial Position

31 December 2023



2023


2022


Notes

£'000

£'000


FIXED ASSETS

Tangible assets

7

11


-




CURRENT ASSETS

Debtors

8

1,703


186



Cash at bank

1,678


50



3,381


236



CREDITORS

Amounts falling due within one year

9

(2,721

)

(132

)


NET CURRENT ASSETS

660


104



TOTAL ASSETS LESS CURRENT

LIABILITIES

671


104




CAPITAL AND RESERVES

Called up share capital

11

-


-



Other reserves

12

832


65



Retained earnings

12

(161

)

39



SHAREHOLDERS' FUNDS

671


104




The financial statements were approved by the Board of Directors and authorised for issue on 1 August 2024 and were signed on its behalf by:






James Michael Matlock - Director




Toasttab UK Limited (Registered number: 13844275)



Statement of Changes in Equity

for the Year Ended 31 December 2023



Called up



share


Retained


Other


Total


capital


earnings


reserves


equity

£'000

£'000

£'000

£'000



Changes in equity

Total comprehensive income

-


39


65


104



Balance at 31 December 2022

-


39


65


104




Changes in equity

Total comprehensive income

-


(200

)

767


567



Balance at 31 December 2023

-


(161

)

832


671





Toasttab UK Limited (Registered number: 13844275)



Notes to the Financial Statements

for the Year Ended 31 December 2023


1.

STATUTORY INFORMATION



Toasttab UK Limited is a company incorporated in the UK under the Companies Act 2006 under company number 13844275. The address of the registered office is 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT.The company's principal place of business is 222 Regent Street, London W1B 5TR.



The financial statements are presented in the company’s presentational currency of GBP.



Amounts in these financial statements are rounded to the nearest GBP '000.


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.  



Going Concern


The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for at least  12 months from the date of approval of these financial statements. To the extent that money is not otherwise available, Toast, Inc., the immediate and ultimate parent undertaking, has provided comfort in respect of the provision of financial support, by way of an unconditional letter of financial support, should funding not be otherwise available. The directors have carried out a review, including consideration of relevant financial information, which indicates that the group has adequate resources to provide support to the company. The directors continue to adopt the going concern basis in preparing the annual financial statements



The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":




the requirements of Section 7 Statement of Cash Flows;



the requirement of paragraph 3.17(d);



the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and

11.48(c);



the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;



the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;



the requirement of paragraph 33.7;



the requirements of paragraph 24(b) of IFRS 6.



Toasttab UK Limited (Registered number: 13844275)



Notes to the Financial Statements - continued

for the Year Ended 31 December 2023


2.

ACCOUNTING POLICIES - continued



SIGNIFICANT JUDGEMENTS AND ESTIMATES

In the application of the Company's accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities. 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 if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical judgements that the directors have made in the process of applying the company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements:

Accounts Receivable and Provision for Bad Debts
The directors assess each financial year whether there is objective evidence that a debtor is impaired. When assessing impairment of debtors and other amounts receivable, the directors consider all relevant factors including the nature of the debtor, the age of outstanding amounts receivable, recent correspondence and historical experience in cash collected from debtors.

Stock Based Compensation
The Black-Scholes option-pricing model is used to determine the estimated fair value of stock option awards by Toast, Inc. The estimate is based on the terms and conditions applicable to the grant of options and assumptions as defined by the parent company.


TURNOVER


Turnover consists primarily from services provided to Toast, Inc., the immediate and ultimate parent undertaking, as well as sales of hardware/software and their installation fees to third party customers.



Turnover is based on contracted values and is recognised as follows:-



- Services and installation: on completion of the work.


- Hardware and shipping: on despatch.


- Software: over the period of the license.



Turnover is stated net of Value Added Tax and after the deduction of any discounts or rebates.



TANGIBLE FIXED ASSETS

Tangible fixed assets are stated at cost less accumulated depreciation.

Depreciation is provided so as to write down the cost of the assets over their useful economic lives. A rate of 33.33% straight line is used.


Toasttab UK Limited (Registered number: 13844275)



Notes to the Financial Statements - continued

for the Year Ended 31 December 2023


2.

ACCOUNTING POLICIES - continued



FINANCIAL INSTRUMENTS

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 its liabilities

Financial assets and financial liabilities are recognised when the company become a party to the contractual provisions of the instrument.

Financial liabilities are classified according to the substance of the contractual arrangements entered into.

All financial assets and liabilities are initially measured at transaction price (including transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability 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 liabilities are offset in the balance sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party. Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled, or expires.

Balances are classified as payable or receivable within one financial year if payment or receipt is due within one financial year or less. If not, they are presented as falling due after more than one financial year. Balances that are classified as payable or receivable within one financial year on initial recognition are measured at the undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.


TAXATION

Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the company intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.



Toasttab UK Limited (Registered number: 13844275)



Notes to the Financial Statements - continued

for the Year Ended 31 December 2023


2.

ACCOUNTING POLICIES - continued


DEFERRED TAX

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of the timing difference.

Deferred tax assets and liabilities are offset only if: a) the company has a legally enforceable right to set off current tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on the company and the company intends either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are
expected to be settled or recovered.


FOREIGN CURRENCIES

Monetary assets and liabilities denominated in foreign currencies are translated into GBP at the exchange rates prevailing at the balance sheet date. Gains and losses resulting from transactions in foreign currencies are included under financial expense in the statement of comprehensive income.


PENSION COSTS AND OTHER POST-RETIREMENT BENEFITS

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 payments obligations.

The contributions are recognised as an expense in the Income Statement when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.


Toasttab UK Limited (Registered number: 13844275)



Notes to the Financial Statements - continued

for the Year Ended 31 December 2023


2.

ACCOUNTING POLICIES - continued



SHARE BASED PAYMENTS


The stock-option and restricted share incentive program, to which certain employees of the company are participating in, is that of Toast, Inc., the ultimate parent company.



Under the program three different award types were granted 1) Incentive Stock Options 2) Restricted Stock units (RSUs) 3) Non-Qualified Stock Options.



Stock-based awards are measured at fair value on the grant date and compensation cost is recognized over the service period, net of estimated forfeitures. Compensation cost is recognized on a straight-line basis for stock-options and RSUs, and on an accelerated attribution basis for awards with a performance condition for each separately vesting portion of the award over the applicable vesting period.



For the majority of stock option awards (including Non-Qualified Stock Options) with service conditions, 20% of each option award vests on the first anniversary of the date of grant, and the remaining 80% vests in equal quarterly installments over the next 16 quarters. Awards with performance or market conditions vest upon occurrence of certain events or meeting certain financial targets set forth in the individual grant agreements. The awards have a contractual life of ten years.



Toasttab UK Limited accounts for stock compensation in accordance with FRS 102 Section 26, Toast, Inc. recognizes expense for share-based payment awards over the vesting period. FRS 102 does not allow an accounting policy election to recognize expense ratably over the entire vesting period. Therefore, stock compensation for each tranche is recognized as the number of shares in the tranche times the grant date fair value divided by the period between the grant date and the vesting period. The stock-based awards are equity-settled by Toast, Inc.



The Black-Scholes option-pricing model is used to determine the estimated fair value of stock option awards by Toast, Inc. The estimate is based on the terms and conditions applicable to the grant of options and assumptions as defined by the Parent Company.



The fair value of restricted stock unit awards, or RSUs, is determined based on the closing market price of Toast, Inc. common stock on the date of the grant. Toast, Inc. estimates a forfeiture rate to calculate the stock-based compensation expense for all awards based on an analysis of actual historical experience and expected employee attrition rates.



The Amended and Restated 2014 Stock Incentive Plan, as amended (the "2014 Plan") of the Parent company allows for early exercise of all granted options, before vesting requirements have been satisfied. Shares acquired through the early exercise of options which have not vested at the time of an employee’s termination may be repurchased by us at the lower of the original exercise price or the then current fair value.



The company has availed of the exemption under Financial Reporting Standard 102 not to disclose the details of share-based payments on the basis that it meets the criteria set out in FRS 102.1.12 for reduced disclosures and is a wholly owned subsidiary of Toast, Inc., whose consolidated financial statements are publicly available.



CASH AT BANK


The company defines cash as highly liquid investments with original maturities of 90 days or less at the time of purchase, other than those held for sale in the ordinary course of business. At 31 December 2023 and 2022, the company’s cash and cash equivalents consisted of cash held in checking accounts.



Toasttab UK Limited (Registered number: 13844275)



Notes to the Financial Statements - continued

for the Year Ended 31 December 2023


3.

TURNOVER



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



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



Period


12.1.22


Year Ended


to


31.12.23


31.12.22

£'000

£'000



Services

8,658


1,034




Hardware

221


-




Software

137


-




Shipping

25


-



9,041


1,034




The total turnover of the company for the financial year has been derived from its principal activities wholly undertaken in the UK.

4.

EMPLOYEES AND DIRECTORS


Period


12.1.22


Year Ended


to


31.12.23


31.12.22

£'000

£'000



Wages and salaries

3,609


619




Social security costs

674


65




Other pension costs

132


2



4,415


686





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


Period


12.1.22


Year Ended


to


31.12.23


31.12.22



Sales and marketing

30


10





Period


12.1.22


Year Ended


to


31.12.23


31.12.22

£   

£   



Directors' remuneration

-


-





Toasttab UK Limited (Registered number: 13844275)



Notes to the Financial Statements - continued

for the Year Ended 31 December 2023


5.

OPERATING (LOSS)/PROFIT



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



Period


12.1.22


Year Ended


to


31.12.23


31.12.22

£'000

£'000



Other operating leases

99


58




Auditors' remuneration

8


8




Auditors' remuneration for non audit work

1


1




Foreign exchange differences

(42

)

(1

)



6.

TAXATION



Analysis of the tax (credit)/charge


The tax (credit)/charge on the loss for the year was as follows:


Period


12.1.22


Year Ended


to


31.12.23


31.12.22

£'000

£'000



Current tax:


UK corporation tax

119


30




Prior year overprovision

(4

)

-




Total current tax

115


30





Deferred tax

(175

)

-




Tax on (loss)/profit

(60

)

30





RECONCILIATION OF TOTAL TAX (CREDIT)/CHARGE INCLUDED IN PROFIT AND LOSS


The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:



Period


12.1.22


Year Ended


to


31.12.23


31.12.22

£'000

£'000



(Loss)/profit before tax

(261

)

69




(Loss)/profit multiplied by the standard rate of corporation tax in the UK of

23.500% (2022 - 19%)  

(61

)

13





Effects of:


Expenses not deductible for tax purposes

2


-




Adjustments to tax charge in respect of previous periods

(4

)

-




Share based payment charge  

13


17





Difference in rate for deferred tax  

(10

)

-




Total tax (credit)/charge

(60

)

30





Toasttab UK Limited (Registered number: 13844275)



Notes to the Financial Statements - continued

for the Year Ended 31 December 2023


6.

TAXATION - continued



Tax effects relating to effects of other comprehensive income




2023



Gross


Tax


Net


£'000

£'000

£'000



Share based payment reserve movement

767


-


767





12.1.22 to 31.12.22



Gross


Tax


Net


£'000

£'000

£'000



Share based payment reserve movement

65


-


65




The UK corporation tax rate rose from 19% to 25% from 1 April 2023.

7.

TANGIBLE FIXED ASSETS


Computer


equipment

£'000



COST


Additions

11




At 31 December 2023

11




NET BOOK VALUE


At 31 December 2023

11




8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


2023

2022


£'000

£'000



Trade debtors

108


2




Amounts owed by group undertakings

1,288


100




Other debtors

113


40




Deferred tax asset

175


-




Prepayments

19


44



1,703


186




There was no bad debt provision at the period end and no bad debts were written off during the period.

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


2023

2022


£'000

£'000



Trade creditors

45


(1

)



Amounts owed to group undertakings

2,141


61




Corporation tax

118


30




VAT

33


1




Other creditors

12


1




Accruals and deferred income

372


40



2,721


132





Toasttab UK Limited (Registered number: 13844275)



Notes to the Financial Statements - continued

for the Year Ended 31 December 2023


10.

DEFERRED TAX

£'000



Credit to Statement of Comprehensive Income during year

(175

)



Balance at 31 December 2023

(175

)



11.

CALLED UP SHARE CAPITAL



Allotted, issued and fully paid:


Number:

Class:

Nominal

2023

2022



value:

£   

£   



300

Ordinary

$0.01

2


2




12.

RESERVES


Retained


Other



earnings


reserves


Totals

£'000

£'000

£'000




At 1 January 2023

39


65


104




Deficit for the year

(200

)

(200

)



Share based payment charge

-


767


767




At 31 December 2023

(161

)

832


671




The other reserve is the share based payment reserve.

13.

RELATED PARTY DISCLOSURES



As a wholly owned subsidiary of Toast, Inc., advantage has been taken of the exemption under FRS 102 Section 33 from the requirement to disclose transactions with other group entities. Balances with group companies are disclosed in aggregate in notes 8 and 9.


14.

ULTIMATE CONTROLLING PARTY


As of the date of the date of issue, the company’s immediate parent is Toast International Inc., a company incorporated in USA with a registered office at 251 Little Falls Drive Wilmington, DE 19808. The company’s ultimate parent undertaking is Toast Inc., a company incorporated in USA at 333 Summer St Boston MA 02110. The parent undertaking of the smallest and largest group of undertakings for which group financial statements are drawn up, and of which the company is a member, is Toast Inc. Copies of its group financial statements are available from www.SEC.gov.

There is no single ultimate controlling party.