FOR THE YEAR ENDED 31 DECEMBER 2023
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MAISTRO UK LIMITED
COMPANY INFORMATION
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MAISTRO UK LIMITED
CONTENTS
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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
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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.
The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.
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 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors who served during the year were:
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.
The auditors, Bishop Fleming LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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MAISTRO UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
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MAISTRO UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MAISTRO UK LIMITED
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 policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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.
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.
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.
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MAISTRO UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MAISTRO UK LIMITED (CONTINUED)
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.
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.
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MAISTRO UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MAISTRO UK LIMITED (CONTINUED)
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.
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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.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in 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.
for and on behalf of
Chartered Accountants
Statutory Auditors
2nd Floor Stratus House
Emperor Way
Exeter Business Park
EX1 3QS
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MAISTRO UK LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2023
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MAISTRO UK LIMITED
REGISTERED NUMBER:06211244
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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MAISTRO UK LIMITED
REGISTERED NUMBER:06211244
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 23 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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MAISTRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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
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:
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.
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MAISTRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
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.
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MAISTRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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MAISTRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
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MAISTRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
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.
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MAISTRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (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:
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.
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.
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MAISTRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
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MAISTRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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MAISTRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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MAISTRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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MAISTRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
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MAISTRO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
The Company's ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is
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