Company registration number 12824752 (England and Wales)
PAY PERFORM MANAGEMENT LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
PAGES FOR FILING WITH REGISTRAR
PAY PERFORM MANAGEMENT LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
PAY PERFORM MANAGEMENT LIMITED
BALANCE SHEET
AS AT
30 NOVEMBER 2023
30 November 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
4
1,528,187
317,474
Current assets
Debtors
6
226,385
574
Cash at bank and in hand
2,740,252
-
0
2,966,637
574
Creditors: amounts falling due within one year
7
(24,000)
(299,362)
Net current assets/(liabilities)
2,942,637
(298,788)
Net assets
4,470,824
18,686
Capital and reserves
Called up share capital
9
100
100
Share premium account
103,085
103,085
Equity reserve
8
105,653
44,454
Other reserves
10
4,639,015
-
0
Profit and loss reserves
(377,029)
(128,953)
Total equity
4,470,824
18,686

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 24 September 2024 and are signed on its behalf by:
Christopher Mason
Director
Company Registration No. 12824752
PAY PERFORM MANAGEMENT LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 2 -
Share capital
Share premium account
Equity reserve
Shares to be issued
Profit and loss reserves
Total
£
£
£
£
£
£
Balance at 1 December 2021
100
103,085
14,488
-
(14,488)
103,185
Year ended 30 November 2022:
Loss and total comprehensive income
-
-
-
-
(114,465)
(114,465)
Other movements
-
-
29,966
-
-
29,966
Balance at 30 November 2022
100
103,085
44,454
-
(128,953)
18,686
Year ended 30 November 2023:
Loss and total comprehensive income
-
-
-
-
(248,076)
(248,076)
Other movements
-
-
61,199
4,639,015
-
4,700,214
Balance at 30 November 2023
100
103,085
105,653
4,639,015
(377,029)
4,470,824
PAY PERFORM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 3 -
1
Accounting policies
Company information

Pay Perform Management Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1-2 Silex Street, London, England, SE1 0DW.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Pay Perform Management Limited is a wholly owned subsidiary of Pay Perform Holdings Limited and the results of Pay Perform Management Limited are included in the consolidated financial statements of Pay Perfrom Holdings Limited which are available from Companies House.

1.2
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.3
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.4
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

PAY PERFORM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
1
Accounting policies
(Continued)
- 4 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

1.5
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.6
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.7
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

1.8

Liability limitation agreement

The company has entered into a liability limitation agreement with Royce Peeling Green Limited, the statutory auditor for the year ended 30 November 2023. The proportionate liability agreement follows the standard terms in Appendix B to the FRC's June 2008 Guidance on Auditor Liability Agreements, and has been approved by the shareholders.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both periods.

PAY PERFORM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 5 -
3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
4
4
4
Fixed asset investments
2023
2022
£
£
Shares in group undertakings
1,528,187
317,474
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 December 2022
317,474
Additions
1,210,798
At 30 November 2023
1,528,272
Impairment
At 1 December 2022
-
Impairment losses
85
At 30 November 2023
85
Carrying amount
At 30 November 2023
1,528,187
At 30 November 2022
317,474
PAY PERFORM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 6 -
5
Subsidiaries

Details of the company's subsidiaries at 30 November 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Pay Perform Limited
England & Wales
Ordinary
100.00
-
Pay Perform OU
Estonia
Ordinary
100.00
-
Pay Perform Technologies Limited
Gibraltar
Ordinary
100.00
-
Pay Perform (Gibraltar) Limited
Gibraltar
Ordinary
100.00
-
Pay Perform Digital Limited
Gibraltar
Ordinary
100.00
-
Pay Perform India Private Limited
India
Ordinary
-
100.00
Pay Perform LT
Lithuania
Ordinary
100.00
-
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
226,285
474
Other debtors
100
100
226,385
574
7
Creditors: amounts falling due within one year
2023
2022
£
£
Amounts owed to group undertakings
-
0
292,910
Accruals and deferred income
24,000
6,452
24,000
299,362
8
Share-based payment transactions

The company operates an unapproved employee share option plan (ESOP).

 

Share options will vest in line with a contract and are not physically awarded. Share options will be earned over 4 years on a straight line basis with a 2 year 'cliff'. A 'cliff' is the minimum period employees must work before receiving any benefit. Share options can be exercised when there is a significant event such as a partial sale, full sale or IPO. Each option entitles the holder to one ordinary B share in the company at a nominal value of £0.00001.

 

The number of share options outstanding at the start and end of the year are as follows:

PAY PERFORM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
8
Share-based payment transactions
(Continued)
- 7 -
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 December 2022
404,103
333,321
0.01
0.01
Granted
199,162
501,805
0.01
0.01
Forfeited
(86,580)
(431,023)
0.01
0.01
Exercised
-
-
0
0.01
0.01
Outstanding at 30 November 2023
516,685
404,103
0.01
0.01
Exercisable at 30 November 2023
-
0
-
0
0.01
0.01

The options outstanding at 30 November 2023 had an average exercise price of £0.01 and an average remaining contractual life of 16 months.

Liabilities and expenses

During the year, the company recognised total share-based payment expenses of £61,199 (2022 - £29,966) which related to equity settled share based payment transactions.

9
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of 0.001p each
10,000,000
10,000,000
100
100
10
Shares to be issued
2023
2022
£
£
Shares to be issued
4,639,015
-

During the period, the Company raised £4,639,015 in respect of Advanced Share Subscriptions for ordinary shares of 0.001p each, to be allotted on a future date or upon the occurrence of certain specified events.

 

Of this sum, £625,635 was subsequently used to subscribe for 137,640 Ordinary shares of 0.001p each post year end.

 

The balance of this sum was subsequently used to subscribe for Ordinary shares of 0.001p each in the parent undertaking Pay Perform Holdings Limited post year end.

PAY PERFORM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2023
- 8 -
11
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Martin Chatten
Statutory Auditor:
Royce Peeling Green Limited
Date of audit report:
24 September 2024
12
Events after the reporting date

On 31 January 2024, it was proposed by the Directors that the company and Pay Perform Holdings Limited undergo a restructuring to facilitate future investment in Pay Perform Holdings Limited. Certain investors, referred to as the ASA Holders, had entered into advanced subscription agreements (ASAs) with the company. As part of this restructuring, ASA Holders provided funds amounting to £5,030,435, which were to convert into 1,106,696 ordinary shares in the company by 31 January 2024. It was proposed that these shares be issued to Pay Perform Holdings Limited and that Pay Perform Holdings Limited would, in turn, grant warrants to the ASA Holders to subscribe for an equivalent number of shares. Additionally, individuals holding options over shares in the company were to be given the opportunity to exchange these for equivalent options in Pay Perform Holdings Limited, under a new option scheme established by Pay Perform Holdings Limited.

 

Between 8 February 2024, and 8 March 2024, five out of six ASAs were successfully converted into shares of Pay Perform Holdings Limited However, one investor preferred to convert into shares in Pay Perform Management Limited and this was done on 15 May 2024.

13
Related party transactions

The company has taken advantage of the exemption available in FRS 102 whereby it has not disclosed

transactions with the ultimate parent company or with any wholly owned subsidiary undertaking of the group.

14
Directors' transactions

During the financial year the company paid Mr C Mason interest charges of £21,944 (2022: £3,952) on a directors loan that has been fully repaid at 30 November 2023.

15
Parent company

The controlling party is Pay Perform Holdings Limited due to its 100% shareholding in Pay Perform Management Limited.

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