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Registered number: 08188404
















MAISTRO LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023


































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MAISTRO LIMITED

 
COMPANY INFORMATION


Directors
Mr R A Rae 
Mr S Brooks 
Mr D J Rumble 




Company secretary
R Croft



Registered number
08188404



Registered office
Rowan House North
1 The Professional Quarter

Shrewsbury Business Park

Shrewsbury

SY2 6LG




Independent auditors
Bishop Fleming LLP
Chartered Accountants & Statutory Auditors

2nd Floor Stratus House

Emperor Way

Exeter Business Park

Exeter

EX1 3QS






MAISTRO LIMITED


CONTENTS



Page
Chairman's Statement
 
1
Directors' report
 
2 - 3
Independent auditors' report
 
4 - 7
Consolidated statement of comprehensive income
 
8
Consolidated statement of financial position
 
9 - 10
Company statement of financial position
 
11 - 12
Consolidated statement of changes in equity
 
13 - 14
Company statement of changes in equity
 
15 - 16
Notes to the financial statements
 
17 - 33



MAISTRO LIMITED

 
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

The chairman presents his statement for the period.

Strategic review
2023 has been a year of mixed fortunes. The opportunity to accelerate the growth of the Group by adding specialist domain expertise in the highly attractive General Business Services (‘GBS’) sector meant that the year started with positive momentum following the merger with TKG completed at the end of 2022. Our continued focus on category management in services procurement through leveraging data, technology and automation to overcome sourcing challenges, continues to provide the business with a highly differentiated proposition giving the business a strong foundation. 
The combined Group focuses on both ‘pre’ and ‘post’ award procurement and sourcing activities combining technology and category expertise to deliver significant value to clients. Managing projects to deliver value at the point of purchase and through the life of a contract is proving to be very attractive to clients in both the private and public sector. Our managed services combine human expertise with our platform capabilities in automation, analytics and artificial intelligence to challenge the traditional outsourcing models that are typically based upon long-term fixed-cost engagements.
We have continued to invest in the platform to bring in automated procurement workflows, and in further AI-powered automation integration to support post-award activities around spend management and service delivery controls. We have also added to our analytics and data visualisation capabilities to provide clients with greater clarity over the performance in their operations delivered through complex supply-chain and eco-system structures.  
In parallel to our work with clients we have also experienced a significant uplift in demand from suppliers wishing to join our vetted, curated network. Through our smart-sourcing marketplace clients can quickly and easily access new, high-quality, innovative suppliers around the world. We added further functionality to the platform to extend our ability to add external marketplaces so that we can offer a whole of market view to clients, this highly innovative approach gives us a distinct competitive platform advantage.  In the second half of the year, we further invested in complementing our GBS marketplace with the addition of a technology services category bringing a strategically important service adjacency to our GBS capabilities giving clients the opportunity to configure solutions combining software and managed services.   
 
In the second half of the year the Group had planned to raise additional capital to support additional investment in the Maistro platform and in extending capacity in business development. Unfortunately, the general market headwinds in combination with the economic situation in the UK led the Board to conclude that the timing of such a raise would not be beneficial to the Group. Having considered the financial consequences for the Group the Board reached the conclusion at the end of the year that the Group would re-shape the business such that all aspects of software development would be delivered from outside the UK capturing both cost and quality benefits. In addition, that the business development activity would be targeted in sectors and opportunity areas where the managed services offering will shorten the sales cycle. In making this change the business has pivoted the go-to-market strategy from being a software business with managed services to a platform-based managed services company under the TKG brand. Market acceptance of this subtle shift has been met positively by prospects and clients evidenced by brand metrics for TKG.    
    
The key performance indicators for the Group continue to be (1) Client Revenue, (2) Platform Revenue, (3) EBITDA, and (4) Net Cashflow.
All businesses carry risks and uncertainties. For the Group these are (1) the sales cycle from qualified opportunity to billable activity, and (2) funding through to cashflow breakeven. These are reviewed regularly by the Executive Management Team and the Board.
The Board is confident that the combined business has a solid foundation having developed a highly differentiated industry leading capability in the GBS category. With the strategic changes the outlook for the Group is positive for 2024 and beyond.

NameD Rumble
Chairman
Date2 August 2024

Page 1


MAISTRO LIMITED

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors

The directors who served during the year were:

Mr P Shuldham-Legh (resigned 29 February 2024)
Mr N Upton (resigned 17 November 2023)
Mr R A Rae 
Mr S Brooks 
Mr D J Rumble 
Mr C M Livings (appointed 1 September 2023, resigned 31 March 2024)

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and
the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditorsBishop Fleming LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 2


MAISTRO LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 






Mr D J Rumble
Director

Date: 2 August 2024

Rowan House North
1 The Professional Quarter
Shrewsbury Business Park
Shrewsbury
SY2 6LG

Page 3


MAISTRO LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MAISTRO LIMITED
Opinion


We have audited the financial statements of Maistro Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise  the Consolidated Statement of comprehensive income, the Consolidated and Company Statements of financial position, the Consolidated and Company Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.


Material uncertainty related to going concern


We draw attention to note 2.3 in the financial statements, which refers to the significant challenges and uncertainties the Group faces in respect of future funding. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.


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. Our evaluation of the directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting included a review of future budgets and cash flow forecasts.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 4


MAISTRO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MAISTRO LIMITED (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' report thereon.  The directors are responsible for the other information contained within the Annual Report.  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. 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 course of 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.


Opinion 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' report have 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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 prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Group strategic report.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 2, 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 is 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 5


MAISTRO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MAISTRO LIMITED (CONTINUED)

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 an Auditors' report 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 Group 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:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, we considered the following:
• the nature of the industry and sector, control environment and business performance.
• the results of our enquiries of management about their own identification and assessment of the risk of   irregularities.
• any matters we identified having obtained and reviewed the Group and Company’s documentation of their   policies and procedures relating to: identifying, evaluating and complying with laws and regulations and    whether they were aware of any instances of non-compliance; detecting and responding to the risks of    fraud and whether they have knowledge of any actual, suspected or alleged fraud; the internal controls    established to mitigate risks of fraud or non-compliance with laws and regulations; and
• the matters discussed among the audit engagement team regarding how and where fraud might occur in   the financial statements and potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud, which included incorrect recognition of revenue and management override of controls using manual journal entries, and these were identified as the greatest potential area for fraud.  
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Group and Company operate in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, FRS 102 and tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Group and Company’s ability to operate or to avoid a material penalty. These included data protection regulations, health and safety regulations, employment legislation and information security regulations including ISO27001.
 
Page 6


MAISTRO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MAISTRO LIMITED (CONTINUED)


Our procedures to respond to risks identified included the following for the Parent Company and its subsidiaries,
as was considered appropriate:
• 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; 
• reviewing the financial statement disclosures and testing to supporting documentation to assess the    recognition of revenue; 
• audit procedures to gain assurance that these financial statements are materially correct in relation to the   Group and Company’s compliance with laws and regulations; 
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate    risks of material misstatement due to fraud;
• reading minutes of meetings of those charged with governance;
• in addressing the risk of fraud through management override of controls, testing the appropriateness of    journal entries and other adjustments; assessing whether the judgements made in making accounting    estimates are indicative of a potential bias. 
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.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed 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.


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 Auditors' report.


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 2006Our 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 an Auditors' report 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.






Mark Munro FCA (Senior statutory auditor)
for and on behalf of
Bishop Fleming LLP
Chartered Accountants
Statutory Auditors
2nd Floor Stratus House
Emperor Way
Exeter Business Park
Exeter
EX1 3QS

5 August 2024
Page 7


MAISTRO LIMITED

 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
  
2,606,644
933,042

Cost of sales
  
(1,038,397)
(346,911)

Gross profit
  
1,568,247
586,131

Administrative expenses
  
(3,097,558)
(2,310,831)

Operating loss
  
(1,529,311)
(1,724,700)

Loan waiver
  
-
100,000

Interest receivable and similar income
  
1,074
78

Interest payable and expenses
  
(21,013)
(136,547)

Loss before taxation
  
(1,549,250)
(1,761,169)

Tax on loss
  
241,383
250,695

Loss for the financial year
  
(1,307,867)
(1,510,474)

  

Total comprehensive income for the year
  
(1,307,867)
(1,510,474)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(1,307,867)
(1,510,474)

  
(1,307,867)
(1,510,474)

The notes on pages 17 to 33 form part of these financial statements.

Page 8


MAISTRO LIMITED
REGISTERED NUMBER:08188404

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 5 
4,238,950
4,452,880

Tangible assets
 6 
-
17,562

  
4,238,950
4,470,442

Current assets
  

Debtors: amounts falling due within one year
 8 
243,762
707,198

Cash at bank and in hand
 9 
256,644
230,574

  
500,406
937,772

Creditors: amounts falling due within one year
 10 
(996,904)
(1,343,334)

Net current liabilities
  
 
 
(496,498)
 
 
(405,562)

Total assets less current liabilities
  
3,742,452
4,064,880

Creditors: amounts falling due after more than one year
 11 
(33,596)
(36,574)

Provisions for liabilities
  

Deferred taxation
 13 
-
(2,037)

Other provisions
 14 
(10,000)
(49,830)

Net assets
  
3,698,856
3,976,439


Capital and reserves
  

Called up share capital 
 15 
5,255,373
5,080,003

Share premium account
 16 
33,739,336
32,885,916

Merger reserve
 16 
1,061,789
1,061,789

Profit and loss account
 16 
(36,357,642)
(35,051,269)

  
3,698,856
3,976,439


Page 9


MAISTRO LIMITED
REGISTERED NUMBER:08188404
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


Mr D J Rumble
Director

Date: 2 August 2024

The notes on pages 17 to 33 form part of these financial statements.

Page 10


MAISTRO LIMITED
REGISTERED NUMBER:08188404

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Fixed asset investments
  
7,300,000
6,300,000

Current assets
  

Debtors: amounts falling due within one year
 8 
-
3,474

Cash at bank and in hand
 9 
1,690
103,857

  
1,690
107,331

Creditors: amounts falling due within one year
 10 
(1,685,000)
(1,019,588)

Net current liabilities
  
 
 
(1,683,310)
 
 
(912,257)

Total assets less current liabilities
  
5,616,690
5,387,743

  

Creditors: amounts falling due after more than one year
 11 
(565)
(565)

  

Net assets
  
5,616,125
5,387,178


Capital and reserves
  

Called up share capital 
 15 
5,255,373
5,080,003

Share premium account
 16 
33,734,922
32,881,502

Merger reserve
 16 
(196,772)
(196,772)

Profit and loss account brought forward
  
(32,377,555)
(28,741,138)

Loss for the year
  
(799,843)
(3,636,417)

Profit and loss account carried forward
  
(33,177,398)
(32,377,555)

  
5,616,125
5,387,178


Page 11


MAISTRO LIMITED
REGISTERED NUMBER:08188404
    
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 





Mr D J Rumble
Director

Date: 2 August 2024

The notes on pages 17 to 33 form part of these financial statements.

Page 12


MAISTRO LIMITED



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023



Called up share capital
Share premium account
Merger reserve
Profit and loss account
Total equity


£
£
£
£
£


At 1 January 2023
5,080,003
32,885,916
1,061,789
(35,051,269)
3,976,439



Comprehensive income for the year


Loss for the year
-
-
-
(1,307,867)
(1,307,867)

Total comprehensive income for the year
-
-
-
(1,307,867)
(1,307,867)



Contributions by and distributions to owners


Shares issued during the year
175,370
853,420
-
-
1,028,790


Transfer to/from profit and loss account
-
-
-
1,494
1,494



Total transactions with owners
175,370
853,420
-
1,494
1,030,284



At 31 December 2023
5,255,373
33,739,336
1,061,789
(36,357,642)
3,698,856



The notes on pages 17 to 33 form part of these financial statements.

Page 13


MAISTRO LIMITED



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022



Called up share capital
Share premium account
Other reserve
Merger reserve
Profit and loss account
Total equity


£
£
£
£
£
£


At 1 January 2022
4,226,714
26,538,930
718,890
1,061,789
(33,540,795)
(994,472)



Comprehensive income for the year


Loss for the year
-
-
-
-
(1,510,474)
(1,510,474)

Total comprehensive income for the year
-
-
-
-
(1,510,474)
(1,510,474)



Contributions by and distributions to owners


Shares issued during the year
853,289
6,346,986
-
-
-
7,200,275


Equity element of convertible loan note
-
-
(718,890)
-
-
(718,890)



Total transactions with owners
853,289
6,346,986
(718,890)
-
-
6,481,385



At 31 December 2022
5,080,003
32,885,916
-
1,061,789
(35,051,269)
3,976,439



The notes on pages 17 to 33 form part of these financial statements.

Page 14


MAISTRO LIMITED



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023



Called up share capital
Share premium account
Merger reserve
Profit and loss account
Total equity


£
£
£
£
£


At 1 January 2023 (as previously stated)
5,080,003
32,881,502
(196,772)
(31,886,267)
5,878,466


Prior year adjustment
-
-
-
(491,288)
(491,288)


At 1 January 2023 (as restated)
5,080,003
32,881,502
(196,772)
(32,377,555)
5,387,178



Comprehensive income for the year


Loss for the year
-
-
-
(799,843)
(799,843)



Contributions by and distributions to owners


Shares issued during the year
175,370
853,420
-
-
1,028,790



Total transactions with owners
175,370
853,420
-
-
1,028,790



At 31 December 2023
5,255,373
33,734,922
(196,772)
(33,177,398)
5,616,125



The notes on pages 17 to 33 form part of these financial statements.

Page 15


MAISTRO LIMITED



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022



Called up share capital
Share premium account
Other reserve
Merger reserve
Profit and loss account
Total equity


£
£
£
£
£
£


At 1 January 2022
4,226,714
26,534,516
718,890
(196,772)
(28,741,138)
2,542,210



Comprehensive income for the year


Loss for the year
-
-
-
-
(3,636,417)
(3,636,417)



Contributions by and distributions to owners


Shares issued during the year
853,289
6,346,986
-
-
-
7,200,275


Equity element of convertible loan note
-
-
(718,890)
-
-
(718,890)



Total transactions with owners
853,289
6,346,986
(718,890)
-
-
6,481,385



At 31 December 2022
5,080,003
32,881,502
-
(196,772)
(32,377,555)
5,387,178



The notes on pages 17 to 33 form part of these financial statements.

Page 16


MAISTRO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Maistro Limited is a private company, limited by shares, incorporated in England, United Kingdom. The address of the registered office is Rowan House North, 1 The Professional Quarter, Shrewsbury Business Park, Shrewsbury, SY2 6LG. The principal activity of the Company is to control the subsidiaries and other entities in the Group.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The consolidated financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

Page 17


MAISTRO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

The Group’s financial statements have been prepared on a going concern basis, which assumes that the Group will be able to realise its assets and discharge its liabilities in the normal course of business.
The year ended 31 December 2023 was one of further important progress for the Group, which following the business combination of Maistro with The Knowledge Group Services Limited (TKG) in November 2022, reflected a full year’s trading of the combined businesses.
The business combination has had a significantly positive impact on the financial performance of the Business, with the results for 2023 showing a 189% increase in turnover when compared to 2022 and a reduction in the loss from operations to £1.4m from £1.7m in 2022. As at 31 December 2023 the Group had cash of £257k.
As more fully described in the Executive Chairman’s Business Review on page 1, during 2023, the Directors continued their Business Strategy of building the Group as a SaaS business, continued to substantially invested in its technology platform, and build its BPO capability.
To fund the strategy, the Group raised further funds during 2023 of £1.0m, made up of a mix of Equity, Convertible Loan notes, and secured debt. In addition, the Group has raised £0.25m to date in 2024, totalling £1.25m. 
The Directors have prepared financial forecasts for the 2 years to 31 December 2025. These show that the Group will need only a limited amount of working capital funding to take the Business to cash generative in Q1 2025. The Group continues to enjoy the support of its major shareholders and the directors are not aware of any matters which would indicate that this support will not continue.
Based on the above, the Directors are confident that the Group and Company have adequate resources to continue to operate for at least twelve months from the date of approval of these financial statements and have, therefore, continued to adopt the going concern basis in preparing the Directors’ Report and Financial Statements. However, whilst the Directors are confident of continuing
to raise additional funds to finance the business as described above, they nevertheless recognise that a material uncertainty exists, as there is no guarantee of this funding, which, therefore, might impact the Group  and Company’s ability to continue as a going concern.

Page 18


MAISTRO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The functional currency of the Group is GBP with the exception of Maistro Inc, which has the functional currency USD.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 19


MAISTRO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives of 4 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss 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 Group in independently administered funds.

Page 20


MAISTRO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

R&D credits are recognised within the tax charge/credit in the Financial Statements when amounts due can be reliably estimated and there is sufficient certainty of receipt.

Page 21


MAISTRO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.14

Intangible fixed assets

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives of 4 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.15

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
33%
per annum, straight line
Office equipment
-
33%
per annum, straight line
Computer equipment
-
33%
per annum, straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 22


MAISTRO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identificable cash flows (CGU's). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether that is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.18

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.19

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.20

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.21

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 23


MAISTRO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing the Financial Statements, the Directors make certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including the expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. 
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the financial year within the Group are discussed below. 
Going Concern
As set out in note 2.3, the Directors have prepared a cashflow forecast covering a period extending beyond 12 months from the date of approval of these Financial Statements. These forecasts show that in order for the Group to meet its debts as they fall due over the course of the next 12 months, further fundraising is needed.
Revenue Recognition
Where the Group is acting as principal, revenue is recognised on a gross basis, as our evaluation and assessment of the indicators under FRS102 supports the fact that Maistro is acting as principal. The factors that are considered and prove decisive in the conclusion of the assessment include the following:
 - Maistro has the latitude to agree the fee for each project;
 - Maistro has primary responsibility for providing the services to a customer;
 - Maistro is responsible for the quality of the service delivery, delivered on time, budget and to    a sufficiently high standard This includes the management of the service delivery of the     supplier; and
 - Maistro facilitates both commercial terms and the project management for each project.
Although Maistro passes on some of the credit risk to the supplier it engages to delivery the services to its customers, Maistro does not consider this is sufficiently persuasive in light of the other factors noted above to suggest that accounting for the transaction as principal is not appropriate.
Maistro recognises revenue as control is passed to the customer, either over time or at a point in time.
Intangible Assets
Intangible assets include the capitalised development costs of the PaaS Platform. These costs are assessed based on management's view of the technology team's time spent on projects that enhance the PaaS Platform, supported by internal time recording and considering the requirements of FRS 102. The development cost of the PaaS Platform is amortised over the useful life of the asset. The useful life is based on the management's estimate of the period that the asset will generate revenue, which is reviewed on a project by project basis for continued appropriateness and is one of the key assumptions involved in determining the value of these assets. The carrying value is tested for impairment when there is an indication that the value of the assets might be impaired. The impairment tests also require assumptions about future events which require management judgement. Changes in those assumptions could result in a materially different amortisation charge, or an impairment, in future years depending on the circumstances prevailing at that time.
Carrying value of investments and recoverability of intercompany balances
Fixed asset investments include the value of investments in subsidiary companies. The carrying value of these investments, along with the intercompany balances, is tested for impairment when there is an indication that the value of the assets might be impaired. The impairment tests also require assumptions about future events which require management judgement. Changes in those assumptions could result in a materially different impairment, in future years depending on the circumstances prevailing at that time.


4.


Employees

The average monthly number of employees, including directors, during the year was 24 (2022: 27).

Page 24


MAISTRO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Intangible assets

Group





Develop'nt expenditure
Computer software
Goodwill
Total

£
£
£
£



COST


At 1 January 2023
7,478,207
209,815
2,797,248
10,485,270


Additions
789,317
-
-
789,317



At 31 December 2023

8,267,524
209,815
2,797,248
11,274,587



AMORTISATION


At 1 January 2023
5,803,359
209,815
19,216
6,032,390


Charge for the year on owned assets
735,369
-
267,878
1,003,247



At 31 December 2023

6,538,728
209,815
287,094
7,035,637



NET BOOK VALUE



At 31 December 2023
1,728,796
-
2,510,154
4,238,950



At 31 December 2022
1,674,848
-
2,778,032
4,452,880



No intangible assets were held by the parent Company.

Page 25


MAISTRO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Tangible fixed assets

Group






Fixtures and fittings
Office equipment
Computer equipment
Total

£
£
£
£





At 1 January 2023
204,600
23,058
62,058
289,716


Disposals
(204,600)
(23,058)
(62,058)
(289,716)



At 31 December 2023

-
-
-
-





At 1 January 2023
204,600
23,058
44,496
272,154


Charge for the year on owned assets
-
-
17,562
17,562


Disposals
(204,600)
(23,058)
(62,058)
(289,716)



At 31 December 2023

-
-
-
-



NET BOOK VALUE



At 31 December 2023
-
-
-
-



At 31 December 2022
-
-
17,562
17,562

No tangible assets were held by the parent Company.

Page 26


MAISTRO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Fixed asset investments

Company





Investments in subsidiary companies

£



COST OR VALUATION


At 1 January 2023 (as previously stated)
14,535,153


Prior Year Adjustment

491,288


At 1 January 2023 (as restated)
15,026,441


Additions
1,787,042



At 31 December 2023

16,813,483



IMPAIRMENT


At 1 January 2023 (as previously stated)
8,235,153


Prior Year Adjustment

491,288


At 1 January 2023 (as restated)
8,726,441


Charge for the period
787,042



At 31 December 2023

9,513,483

Page 27


MAISTRO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Maistro UK Limited
Ordinary
100%
Maistro Inc
Ordinary
100%
The Knowledge Group Services Limited
Ordinary
100%
The Knowledge Group Services (Europe) S.à r.l. *
Ordinary
100%

* held indirectly
The registered office of Maistro UK Limited and The Knowledge Group Services Limited is Rowan House North, 1 The Professional Quarter, Shrewsbury Business Park, Shrewsbury, United Kingdom, SY2 6LG. The principal activity of the company is the ownership and operation of online, proprietary marketplaces, which enable business to buy, sell, and pay for business services, including marketing, design, advertising and technology services.
The registered office of Maistro Inc is 1201 Orange St, STE 600, One Commerce Center, Wilminton, DE 19801 USA. The principal activity of Maistro Inc is the provision of marketing services.
The registered office of The Knowledge Group Services (Europe) S.ar.l, is 25 Rue Ketty Thull,5340 Moutfort, Luxembourg.

Page 28


MAISTRO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
183,658
392,264
-
-

Other debtors
27,449
-
-
-

Prepayments and accrued income
32,655
60,765
-
-

Tax recoverable
-
254,169
-
3,474

243,762
707,198
-
3,474



9.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
256,644
230,574
1,690
103,857



10.


Creditors: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Group
As restated
Company

Company
As restated
2023
2022
2023
2022
£
£
£
£

Other loans
467,000
10,000
460,000
-

Trade creditors
174,457
173,741
-
38,300

Amounts owed to group undertakings
-
-
1,215,001
490,000

Corporation tax
4,227
143,605
-
-

Other taxation and social security
80,404
143,567
-
-

Other creditors
17,334
517,761
-
491,288

Accruals and deferred income
253,482
354,660
9,999
-

996,904
1,343,334
1,685,000
1,019,588



11.


Creditors: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Other loans
33,596
36,574
565
565


Page 29


MAISTRO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

AMOUNTS FALLING DUE WITHIN ONE YEAR

Other loans
467,000
10,000
460,000
-


AMOUNTS FALLING DUE 2-5 YEARS

Other loans
33,596
36,574
564
563


500,596
46,574
460,564
563


Loans totalling £40,000 attract interest of 2.5% per annum. The redemption date for the loan is 7 March 2027.
Loans totalling £200,000 are interest free and are due for redemption on the anniversary date of the date of issue. They are secured by way of debenture over the assets of the Company and the Group.
Loans totalling £260,000 bear interest of 8% and are due for redemption on the anniversary date of their issue or can be converted into ordinary shares at the behest of the Company.


13.


Deferred taxation


Group



2023


£






At beginning of year
(2,037)


Charged to profit or loss
2,037



AT END OF YEAR
-

Company


2023






AT END OF YEAR
-
Group
Group
2023
2022
£
£

Accelerated capital allowances
-
(2,037)

Page 30


MAISTRO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Provisions


Group



Dilapidation

£





At 1 January 2023
49,830


Charged to profit or loss
(39,830)



AT 31 DECEMBER 2023
10,000

The provision relates to the future costs expected to be incurred to return buildings leased by Maistro UK Limited to their original state at the end of the lease period.


15.


Share capital

2023
2022
£
£
ALLOTTED, CALLED UP AND FULLY PAID



1,072,959 (2022: 107,295,868,506) Ordinary shares of £1 (2022: £0.00001)- each
1,072,956
1,072,956
401,105,816 (2021: 401,105,816) Deferred shares of £0.00999 each-
4,007,047
4,007,047
175,370 New shares issued of £1- each
175,370
-

5,255,373

5,080,003


During the year Maistro Limited undertook a share consolidation exercise to convert its existing £0.00001 shares into £1 shares.

Page 31


MAISTRO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Reserves

Share premium account

The share premium account represents the amount of capital contributed in excess of the nominal value of each Ordinary share.

Other reserve

The other reserve consists of the equity element of convertible loan notes.

Merger Reserve

The merger reserve represents the amount subscribed for share capital in excess of nominal value when shares are issued in exchange for at least a 90% interest in the shares of another company.

Profit and loss account

The profit and loss account represents all other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.

Share based payment reserve
The share based payment reserve represents payments on options granted during the period not yet exercised.


17.


Share-based payments

During the year, 29,324,252,940 options over the shares of the Company were issued under an approved EMI scheme to employees of the Company. A further 16,744,414,156 options lapsed or were surrendered. Following these movements, options over a total of 21,009,366,645 shares were in issue. 
During the year, the Company undertook a share consolidation to convert its existing £0.00001 shares into £1 shares. Following the consolidation and at the year end, 210,094 were in existence. 
The options vest provided the employees remain in the service of the Company's subsidiary, Maistro UK Limited, for a period of between 2 and 4 years from the grant date but only on condition of an exit event arising. No charge has been recognised in respect of these options (2022: £Nil) as vesting is contingent on a sale.


18.


Prior year adjustment

The comparative figures for 2022 have been re-stated to recognise the fair value of contingent consideration arising on the acquisition of the Knowledge Group Services Limited. The re-statement has the effect of increasing goodwill and other creditors by £491,288.


19.


Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension contributions payable by the Group to the fund amounted to £39,647 (2022: £45,037). Included in creditors is £5,515 (2022: £8,994) owing to these schemes in respect of employer contributions payable.

Page 32


MAISTRO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Related party transactions

During the year, the Group made purchases of £92,946 and received loans of £200,000 from companies of which directors of the group held significant influence. At 31 December 2023, a balance of £9,702 was included in trade creditors in respect of purchases made and a balance of £200,000 was included in loans due within one year.
During the year, the Group received loans of £260,000 from a significant shareholder. At 31 December 2023, the entire balance was outstanding and included within loans due within one year. 


21.


Post balance sheet events

Following the end of the financial year, the Company undertook a further share consolidation to convert its ordinary £1 shares into ordinary £300 shares.


22.


Controlling party

There is no controlling party.

 
Page 33