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Registered number: 06211244
















MAISTRO UK LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023


































img6f1e.png


MAISTRO UK LIMITED

 
COMPANY INFORMATION


Directors
Mr P Shuldham-Legh (resigned 29 February 2024)
Mr N Upton (resigned 17 November 2023)
Mr D J Rumble (appointed 17 November 2023)
Mr C M Livings (appointed 17 November 2023, resigned 31 March 2024)




Company secretary
Mr R Croft



Registered number
06211244



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




Bankers
Barclays Bank plc
Leicester

LE87 2BB




Solicitors
Charles Russell Speechlys
5 Fleet Place

London

EC4M 7RD






MAISTRO UK LIMITED


CONTENTS



Page
Chairman's Statement
 
1
Directors' report
 
2 - 3
Independent auditors' report
 
4 - 7
Statement of income and retained earnings
 
8
Statement of financial position
 
9 - 10
Statement of changes in equity
 
11
Notes to the financial statements
 
12 - 23


MAISTRO UK 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.
  
 
D Rumble
Chairman
Date 2 August 2024
Page 1


MAISTRO UK 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 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 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 for the Company'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 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The Company owns and operates online, proprietary marketplaces, which enable businesses to buy, sell and pay for business services, including marketing, design, advertising and technology services.

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 D J Rumble (appointed 17 November 2023)
Mr C M Livings (appointed 17 November 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. 

Auditors

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

Page 2


MAISTRO UK 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 UK LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MAISTRO UK LIMITED
Opinion


We have audited the financial statements of Maistro UK Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of income and retained earnings, the Statement of financial position, the 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 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 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 Company 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 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 Company'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.
 
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.


Page 4


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

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 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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to 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 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 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.


Page 5


MAISTRO UK LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MAISTRO UK 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 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 non-compliance 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 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 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 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 UK LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MAISTRO UK LIMITED (CONTINUED)


Our procedures to respond to risks identified included the following:
• 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  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 UK LIMITED

 
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
  
2,602,127
933,042

Cost of sales
  
(1,132,388)
(346,911)

Gross profit
  
1,469,739
586,131

Administrative expenses
  
(2,671,912)
(2,312,717)

Operating loss
  
(1,202,173)
(1,726,586)

Interest receivable and similar income
  
20
15

Interest payable and expenses
  
(11,013)
(1,284)

Loss before tax
  
(1,213,166)
(1,727,855)

Tax on loss
  
245,483
250,695

Loss after tax
  
(967,683)
(1,477,160)

  

  

Retained earnings at the beginning of the year
  
(34,313,897)
(32,836,737)

Loss for the year
  
(967,683)
(1,477,160)

Retained earnings at the end of the year
  
(35,281,580)
(34,313,897)
The notes on pages 12 to 23 form part of these financial statements.

Page 8


MAISTRO UK LIMITED
REGISTERED NUMBER:06211244

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

  

Fixed assets
  

Intangible assets
 4 
1,728,796
1,674,848

Tangible assets
 5 
-
17,562

Investments
 6 
997
997

  
1,729,793
1,693,407

Current assets
  

Debtors: amounts falling due within one year
 7 
277,597
703,727

Cash at bank and in hand
 8 
236,740
115,139

  
514,337
818,866

Creditors: amounts falling due within one year
 9 
(601,082)
(918,738)

Net current liabilities
  
 
 
(86,745)
 
 
(99,872)

Total assets less current liabilities
  
1,643,048
1,593,535

  

Creditors: amounts falling due after more than one year
 10 
(21,692,516)
(20,633,453)

  
(20,049,468)
(19,039,918)

Provisions for liabilities
  

Deferred taxation
 12 
-
(2,037)

Other provisions
 13 
(10,000)
(49,830)

  

Net liabilities
  
(20,059,468)
(19,091,785)


Capital and reserves
  

Called up share capital 
 14 
19,619
19,619

Share premium account
 15,16 
15,136,108
15,136,108

Capital contribution reserve
 15,16 
66,385
66,385

Profit and loss account
 15,16 
(35,281,580)
(34,313,897)

  
(20,059,468)
(19,091,785)

Page 9


MAISTRO UK LIMITED
REGISTERED NUMBER:06211244
    
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 12 to 23 form part of these financial statements.
Page 10


MAISTRO UK LIMITED



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



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


£
£
£
£
£



At 1 January 2022
19,619
15,136,108
66,385
(32,836,737)
(17,614,625)



Comprehensive income for the year


Loss for the year
-
-
-
(1,477,160)
(1,477,160)

Total comprehensive income for the year
-
-
-
(1,477,160)
(1,477,160)



Total transactions with owners
-
-
-
-
-





At 1 January 2023
19,619
15,136,108
66,385
(34,313,897)
(19,091,785)



Comprehensive income for the year


Loss for the year
-
-
-
(967,683)
(967,683)

Total comprehensive income for the year
-
-
-
(967,683)
(967,683)



At 31 December 2023
19,619
15,136,108
66,385
(35,281,580)
(20,059,468)



The notes on pages 12 to 23 form part of these financial statements.

Page 11


MAISTRO UK LIMITED

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

1.


General information

Maistro UK Limited is a private company limited by shares and incorporated in the United Kingdom. The registered office is 1a Grow On Building, 3 Babbage Way, Clyst Honiton, Exeter, EX5 2FN.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of Maistro Limited as at 31 December 2023 and these financial statements may be obtained from the Company's registered office.

Page 12


MAISTRO UK LIMITED

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

2.Accounting policies (continued)

 
2.3

Going concern

Maistro UK Limited is a wholly owned subsidiary of Maistro Limited, the parent Company of the Maistro group. The Company’s financial statements have been prepared on a going concern basis, which assumes that the Company 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 Company, 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 178% increase in turnover when compared to 2022 and a reduction in the loss from operations to £1.2m from £1.7m in 2022. As at 31 December 2023 the Company had cash of £237k.
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 Company 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 which might impact the Company’s ability to continue as a going concern.

 
2.4

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 13


MAISTRO UK LIMITED

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

2.Accounting policies (continued)

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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 Statement of income and retained earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 Company 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.

 
2.7

Operating leases: the Company as lessee

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

 
2.8

Interest income

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

Page 14


MAISTRO UK LIMITED

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

2.Accounting policies (continued)

 
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 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 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 Company in independently administered funds.

 
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 Company 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.

Page 15


MAISTRO UK LIMITED

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

2.Accounting policies (continued)

 
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 operates and generates 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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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.

 
2.14

Intangible assets

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.

Development expenditure is amortised on a straight line basis over four 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.

Page 16


MAISTRO UK LIMITED

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

2.Accounting policies (continued)


2.15
Tangible fixed assets (CONTINUED)

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.

  
2.16

Impairment of fixed assets

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 identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there 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.

Page 17


MAISTRO UK LIMITED

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

2.Accounting policies (continued)

 
2.21

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of financial position.


3.


Employees

The average monthly number of employees, including directors, during the year was 23 (2022: 27).


4.


Intangible assets




Development expenditure
Computer software
Total

£
£
£



COST


At 1 January 2023
7,478,207
209,815
7,688,022


Additions
789,317
-
789,317



At 31 December 2023

8,267,524
209,815
8,477,339



AMORTISATION


At 1 January 2023
5,803,359
209,815
6,013,174


Charge for the year on owned assets
735,369
-
735,369



At 31 December 2023

6,538,728
209,815
6,748,543



NET BOOK VALUE



At 31 December 2023
1,728,796
-
1,728,796



At 31 December 2022
1,674,848
-
1,674,848



Page 18


MAISTRO UK LIMITED

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

5.


Tangible fixed assets





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


6.


Fixed asset investments





Investments in subsidiary companies

£



COST OR VALUATION


At 1 January 2023
997



At 31 December 2023
997




Page 19


MAISTRO UK LIMITED

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

7.


Debtors

2023
2022
£
£


Trade debtors
228,663
392,264

Amounts owed by group undertakings
16,279
-

Other debtors
-
250,695

Prepayments and accrued income
32,655
60,768

277,597
703,727



8.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
236,740
115,139



9.


Creditors: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023
2022
£
£

Bank loans
7,000
10,000

Trade creditors
174,456
135,441

Amounts owed to group undertakings
86,251
113,396

Corporation tax
126
143,605

Other taxation and social security
74,968
143,567

Other creditors
17,334
20,500

Accruals and deferred income
240,947
352,229

601,082
918,738



10.


Creditors: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2023
2022
£
£

Other loans
33,032
36,011

Amounts owed to group undertakings
21,659,484
20,597,442

21,692,516
20,633,453


Page 20


MAISTRO UK LIMITED

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

11.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£

AMOUNTS FALLING DUE WITHIN ONE YEAR

Other loans
7,000
10,000


AMOUNTS FALLING DUE 2-5 YEARS

Other loans
33,032
36,011


40,032
46,011


The loan attracts interest at 2.5% per annum.


12.


Deferred taxation




2023


£






At beginning of year
(2,037)


Charged to profit or loss
2,037



AT END OF YEAR
-

The deferred taxation balance is made up as follows:

2023
2022
£
£


Accelerated capital allowances
-
(2,037)


13.


Provisions




Dilapidation

£





At 1 January 2023
49,830


Released to profit and 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.

Page 21


MAISTRO UK LIMITED

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

14.


Share capital

2023
2022
£
£
AUTHORISED, ALLOTTED, CALLED UP AND FULLY PAID



15,204,520 (2022: 15,204,520) Ordinary shares of £0.001 each
15,205
15,205
4,414,230 (2022: 4,414,230) Ordinary 'A' shares of £0.001 each
4,414
4,414

19,619

19,619



15.


Reserves

Share premium
The amount of ordinary capital contributed in excess of the nominal value of each Ordinary share.
Share-based payment reserve
Reserve for share-based payments on options granted during the current or prior period, not yet exercised.
Profit and loss reserve
All other net gains and losses and transactions with owners not recognised elsewhere.
Capital contribution reserve
Amounts invested in the company by its parent entity not in the form of Ordinary shares.


16.


Share-based payments

During the year, 29,324,252,940 options over the shares of the Company’s parent, Maistro Limited, 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, Maistro Limited 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 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.   

Page 22


MAISTRO UK LIMITED

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


17.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company  to the fund and amounted to £50,836 (2022: £45,037). Contributions totalling £5,515 (2022: £8,994) were payable to the fund at the reporting date and are included in creditors.


18.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:







2023
2022

£
£


Not later than 1 year
-
35,297

Later than 1 year and not later than 5 years
-
140,090

Later than 5 years
-
35,022

-
210,409


19.


Related party transactions

During the year, the Company made purchases of £92,946 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.


20.


Controlling party

The Company's ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is Maistro Limited, a Company incorporated in the United Kingdom. Maistro Limited prepares group financial statements, copies of which are available from it's Registered Office at 1a Grow On Building, 3 Babbage Wage, Clyst Honiton, Exeter, EX5 2FN.

 
Page 23