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Registered number: 06827646









DAI MAGISTER LIMITED









DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
DAI MAGISTER LIMITED
 
 
COMPANY INFORMATION


Directors
V Basta 
K Butcher 
J Maris 
G Wilson (appointed 10 October 2023) 




Registered number
06827646



Registered office
3rd Floor
One Smart's Place

London

WC2B 5LW




Independent auditors
Menzies LLP
Chartered Accountants and Statutory Auditor

Victoria House

50-58 Victoria Road

Farnborough

Hampshire

GU14 7PG





 
DAI MAGISTER LIMITED
 

CONTENTS



Page
Directors' report
 
1 - 2
Independent auditors' report
 
3 - 6
Statement of comprehensive income
 
7
Statement of financial position
 
8
Notes to the financial statements
 
9 - 15


 
DAI MAGISTER 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 judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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.

Directors

The directors who served during the year were:

V Basta 
K Butcher 
J Maris 
G Wilson  (appointed 10 October 2023)

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'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's auditors are aware of that information.

Auditors

Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

Page 1

 
DAI MAGISTER 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 on 30 September 2024 and signed on its behalf.
 





V Basta
Director

Page 2

 
DAI MAGISTER LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DAI MAGISTER LIMITED
 

Opinion


We have audited the financial statements of DAI Magister Limited (the 'Company') for the year ended 31 December 2023, which comprise the statement of comprehensive income, the statement of financial position 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 2.1 in the financial statements, which indicate that a material uncertainty exists that may cast 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 responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 3

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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has 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.


Page 4

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


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 1, 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.
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:

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including The Companies Act, Health and Safety regulations and regulations issued by the FCA.
We understood how the Company is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We assessed the extent of compliance with these legal and compliance procedures as part of our procedures on the related financial statement items.
The engagement director assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur. We identified the risk of override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed by the engagement team included:
Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
Challenging assumptions and judgements made by management in its significant accounting estimates; and
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
 
The assessment did not identify any issues in these areas.
Page 5

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


 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk
increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.





Mike Ayres ACA (senior statutory auditor)
for and on behalf of
Menzies LLP
Chartered Accountants and Statutory Auditor
Victoria House
50-58 Victoria Road
Farnborough
Hampshire
GU14 7PG

3 October 2024
Page 6

 
DAI MAGISTER LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

  

Turnover
  
1,372,111
2,660,449

Cost of sales
  
(205,452)
(461,930)

Gross profit
  
1,166,659
2,198,519

Administrative expenses
  
(4,108,400)
(4,059,519)

Operating loss
  
(2,941,741)
(1,861,000)

Interest receivable and similar income
  
283
2,598

Interest payable and similar expenses
  
(435,616)
(94,879)

Loss before tax
  
(3,377,074)
(1,953,281)

Tax on loss
  
-
6,258

Loss for the financial year
  
(3,377,074)
(1,947,023)

Total comprehensive income for the year
  
(3,377,074)
(1,947,023)

The notes on pages 9 to 15 form part of these financial statements.

Page 7

 
DAI MAGISTER LIMITED
REGISTERED NUMBER: 06827646

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 5 
20,587
19,779

  
20,587
19,779

Current assets
  

Debtors: amounts falling due within one year
 6 
665,314
1,950,825

Cash at bank and in hand
 7 
320,806
256,530

  
986,120
2,207,355

Creditors: amounts falling due within one year
 8 
(362,112)
(2,822,166)

Net current assets/(liabilities)
  
 
 
624,008
 
 
(614,811)

Total assets less current liabilities
  
644,595
(595,032)

Creditors: amounts falling due after more than one year
 9 
(5,961,000)
(1,344,299)

  

Net liabilities
  
(5,316,405)
(1,939,331)


Capital and reserves
  

Called up share capital 
 10 
50,000
50,000

Profit and loss account
  
(5,366,405)
(1,989,331)

  
(5,316,405)
(1,939,331)


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: 30 September 2024.



V Basta
Director
Date:

The notes on pages 9 to 15 form part of these financial statements.

Page 8

 
DAI MAGISTER LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

DAI Magister Limited is a private company limited by shares, incorporated in the United Kingdom and registered in England and Wales. The address of the registered office is 3rd Floor One Smart's Place, London, WC2B 5LW.
The company specialises in corporate financing services.

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.

Going concern
At 31 December 2023, the company had net liabilities of £5,316,405 (2022 - £1,939,331) as a result of the level of deals being completed to enable profitability not being sufficient in the current and prior year. The directors are confident that deal activity will increase and profitability will return. In addition, the company has the continued support of its ultimate parent company and the group debt has been structured to not be repayable for more than one year after the balance sheet sign off.

The following principal accounting policies have been applied:

 
2.2

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP, rounded to the nearest pound sterling.

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

Page 9

 
DAI MAGISTER LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

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.

 
2.4

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to the Statement of comprehensive income on a straight-line basis over the lease term.

 
2.5

Interest income

Interest income is recognised in the Statement of comprehensive income using the effective interest method.

 
2.6

Finance costs

Finance costs are charged to the Statement of comprehensive income 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.

 
2.7

Borrowing costs

All borrowing costs are recognised in the Statement of comprehensive income in the year in which they are incurred.

Page 10

 
DAI MAGISTER LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.8

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 the Statement of comprehensive income 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.

 
2.9

Taxation

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.

 
2.10

Tangible fixed assets

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

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

Depreciation is provided on the following basis:

Plant & machinery
-
25%
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 the Statement of comprehensive income.

 
2.11

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.

Page 11

 
DAI MAGISTER LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

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.

 
2.13

Creditors

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

 
2.14

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.


3.


Employees

The average monthly number of employees, including directors, during the year was 17 (2022 - 15).


4.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
525,691
411,543

Company contributions to defined contribution pension schemes
27,424
9,013

553,115
420,556


Page 12

 
DAI MAGISTER LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Tangible fixed assets





Plant & machinery

£



Cost


At 1 January 2023
86,991


Additions
10,528



At 31 December 2023

97,519



Depreciation


At 1 January 2023
67,212


Charge for the year on owned assets
9,720



At 31 December 2023

76,932



Net book value



At 31 December 2023
20,587



At 31 December 2022
19,779


6.


Debtors

2023
2022
£
£


Trade debtors
419,458
143,123

Other debtors
182,577
166,031

Prepayments and accrued income
63,279
1,641,671

665,314
1,950,825



7.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
320,806
256,530

320,806
256,530


Page 13

 
DAI MAGISTER LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Creditors: Amounts falling due within one year

2023
2022
£
£

Bank loans
-
2,000,000

Trade creditors
90,213
24,924

Amounts owed to group undertakings
4,841
214,326

Other taxation and social security
102,685
86,736

Other creditors
15,898
18,935

Accruals and deferred income
148,475
477,245

362,112
2,822,166



9.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Amounts owed to group undertakings
5,961,000
1,344,299

5,961,000
1,344,299


Amounts owed to group undertakings of £5,961,000 (2022 - £1,344,299) is repayable no earlier than a date not less than five years from the date on which the loan was made; or not less than five years from the date on which the borrower gave notice in writing to the company and the Financial Conduct Authority (FCA); or not less than five years from the date on which the company gave notice in writing to the borrower and the FCA, whichever is the longest. There are 2 loan facilities, one with an interest at 6.6% and one with an interest 15% per annum.


10.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



50,000 Ordinary shares of £1 each
50,000
50,000



11.


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 £124,669 (2022 - £121,823). Contributions totalling £15,898 (2022 - £18,935) were payable to the fund at the reporting date and are included in creditors.

Page 14

 
DAI MAGISTER LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Related party transactions

The company has taken advantage allowed by Financial Reporting Standard 102 not to disclose any transactions with other wholly owned members of the group.
 
At the balance sheet date a net amount of £5,965,841 (2022 - £1,558,625) was owed to group companies.

Included within other debtors is an amount of £534 (2022 - £2,151) due from a related company by way of common director and shareholder.
 
Included within other debtors is an amount of £1,389 (2022 - £1,888) due from the director of the company. The loan is interest free and repayable on demand.

13.


Ultimate controlling party

The immediate parent undertaking is Magister Advisors Holdings Limited, a company incorporated in the United Kingdom and registered in England and Wales.
The ultimate parent undertaking is DAI Global LLC, a company incorporated in the USA. DAI Global LLC is the smallest and largest group to consolidate these financial statements. A copy of the consolidated accounts are available from 7600 Wisconsin Avenue, Suite 200, Bethesda, Maryland, 20814.
There is no ultimate controlling party.

 
Page 15