REGISTERED NUMBER: |
Report of the Directors and |
Financial Statements |
for the year ended |
29 February 2024 |
for |
PSG Konsult MS UK Limited |
REGISTERED NUMBER: |
Report of the Directors and |
Financial Statements |
for the year ended |
29 February 2024 |
for |
PSG Konsult MS UK Limited |
PSG Konsult MS UK Limited (Registered number: 08274157) |
Contents of the Financial Statements |
for the year ended 29 February 2024 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Report of the Independent Auditors | 3 |
Statement of Comprehensive Income | 5 |
Balance Sheet | 6 |
Statement of Changes in Equity | 7 |
Cash Flow Statement | 8 |
Notes to the Cash Flow Statement | 9 |
Notes to the Financial Statements | 10 |
PSG Konsult MS UK Limited |
Company Information |
for the year ended 29 February 2024 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants and Statutory Auditors |
Strelley Hall |
Main Street |
Strelley |
Nottingham |
NG8 6PE |
BANKERS: |
47-49 La Motte Street |
St. Helier |
Jersey |
JE4 8XR |
PSG Konsult MS UK Limited (Registered number: 08274157) |
Report of the Directors |
for the year ended 29 February 2024 |
The directors present their report with the financial statements of the company for the year ended 29 February 2024. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of the provision of corporate, financial, administrative, and advisory services to its parent company, PSG Management Services (Pty) Ltd. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 March 2023 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 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 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. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
PSG Konsult MS UK Limited |
Opinion |
We have audited the financial statements of PSG Konsult MS UK Limited (the 'company') for the year ended 29 February 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, 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). |
_ |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 29 February 2024 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 UK, including the FRC'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. |
Conclusions relating to going concern |
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. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
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 directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
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. |
In connection with our audit of the financial statements, 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 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. |
Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Directors 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 Report of the Directors. |
We have nothing to report in respect of the following matters where 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 take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
Report of the Independent Auditors to the Members of |
PSG Konsult MS UK Limited |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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 a Report of the Auditors 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: |
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above 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. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. |
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 Report of the Auditors. |
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 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 a Report of the Auditors 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 and Statutory Auditors |
Strelley Hall |
Main Street |
Strelley |
Nottingham |
NG8 6PE |
PSG Konsult MS UK Limited (Registered number: 08274157) |
Statement of Comprehensive Income |
for the year ended 29 February 2024 |
2024 | 2023 |
Notes | £ | £ |
TURNOVER | 3 |
Administrative expenses |
OPERATING (LOSS)/PROFIT and |
(LOSS)/PROFIT BEFORE TAXATION | ( |
) |
Tax on (loss)/profit | 6 | ( |
) |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
PSG Konsult MS UK Limited (Registered number: 08274157) |
Balance Sheet |
29 February 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 7 |
CURRENT ASSETS |
Debtors | 8 |
Deferred tax asset | 8 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 9 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year | 10 |
NET LIABILITIES | ( |
) | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 14 |
Retained earnings | 15 | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on |
PSG Konsult MS UK Limited (Registered number: 08274157) |
Statement of Changes in Equity |
for the year ended 29 February 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 March 2022 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - |
Balance at 28 February 2023 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 29 February 2024 | ( |
) | ( |
) |
PSG Konsult MS UK Limited (Registered number: 08274157) |
Cash Flow Statement |
for the year ended 29 February 2024 |
2024 | 2023 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 |
Net cash from operating activities |
Cash flows from investing activities |
Purchase of tangible fixed assets | ( |
) | ( |
) |
Net cash from investing activities | ( |
) | ( |
) |
Increase in cash and cash equivalents |
Cash and cash equivalents at beginning of year |
2 |
499,526 |
Cash and cash equivalents at end of year | 2 | 887,960 | 701,253 |
PSG Konsult MS UK Limited (Registered number: 08274157) |
Notes to the Cash Flow Statement |
for the year ended 29 February 2024 |
1. | RECONCILIATION OF (LOSS)/PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS |
2024 | 2023 |
£ | £ |
(Loss)/profit for the financial year | ( |
) |
Depreciation charges |
Taxation | ( |
) |
(404,573 | ) | 480,914 |
(Increase)/decrease in trade and other debtors | ( |
) |
Increase/(decrease) in trade and other creditors | ( |
) |
Cash generated from operations |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 29 February 2024 |
29/2/24 | 1/3/23 |
£ | £ |
Cash and cash equivalents | 887,960 | 701,253 |
Year ended 28 February 2023 |
28/2/23 | 1/3/22 |
£ | £ |
Cash and cash equivalents | 701,253 | 499,526 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1/3/23 | Cash flow | At 29/2/24 |
£ | £ | £ |
Net cash |
Cash at bank | 701,253 | 186,707 | 887,960 |
701,253 | 887,960 |
Total | 701,253 | 186,707 | 887,960 |
PSG Konsult MS UK Limited (Registered number: 08274157) |
Notes to the Financial Statements |
for the year ended 29 February 2024 |
1. | STATUTORY INFORMATION |
PSG Konsult MS UK Limited is a private company limited by shares and registered in England and Wales, number 08274157. Its registered office is: |
53 Davies Street |
London |
W1K 5JH |
The presentation currency is £ Sterling. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The company is dependent on the continuing support of its ultimate holding company, PSG Financial Services Limited (formerly known as PSG Konsult Limited). PSG Financial Services Limited has indicated to the directors that it is willing to provide this support. |
Going Concern |
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future due to the fact that the company has the continued support of the group. The directors have been given assurance that this support will continue for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the rendering of services. Turnover from the rendering of services is recognised as the service is delivered. |
Tangible fixed assets |
Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows: |
Computer equipment | over 3 years |
Fixtures and fittings | over 6 years |
Office equipment | over 5 years |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
PSG Konsult MS UK Limited (Registered number: 08274157) |
Notes to the Financial Statements - continued |
for the year ended 29 February 2024 |
2. | ACCOUNTING POLICIES - continued |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
Debtors |
Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment Iosses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts. |
Creditors |
Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method. |
Provisions |
Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably |
Key sources of estimation uncertainty |
Employee benefits |
Share-based compensation |
On a subsidiary level, the share-based compensation scheme is treated as a cash-settled sharebased compensation plan. |
The company recognises the value of the services received (expense), and the liability to pay for those services, as the employees render service. The liability is measured, initially, and at each reporting date until settled, at the fair value appropriate to the scheme, taking into account the terms and conditions on which the rights were granted, and the extent to which the employees have rendered service to date, excluding the impact of any non-market related vesting conditions. Non-market-related vesting conditions are included in the assumptions regarding the number of units expected to vest. These assumptions are revised at every reporting date. The impact of the revision of original estimates, if any, is recognised in the income statement, and a corresponding adjustment is made to the liability. |
The other key sources of estimation uncertainty involved in fair valuing these share based payments are the dividend yield, the volatility, and the risk free interest rate. These are detailed in note 12. |
Disclosure exemptions |
The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are |
consolidated into the financial statements of PSG Financial Services Limited (formerly known as PSG Konsult Limited). As such, advantage has been taken of the following disclosure exemption available under paragraph 1.12 of FRS 102: |
a) No disclosure has been given for the aggregate remuneration of key management personnel. |
3. | TURNOVER |
The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the company. |
An analysis of turnover by class of business is given below: |
2024 | 2023 |
£ | £ |
PSG Konsult MS UK Limited (Registered number: 08274157) |
Notes to the Financial Statements - continued |
for the year ended 29 February 2024 |
3. | TURNOVER - continued |
An analysis of turnover by geographical market is given below: |
2024 | 2023 |
£ | £ |
Outside the UK | 4,842,614 | 5,403,032 |
4. | EMPLOYEES AND DIRECTORS |
2024 | 2023 |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
2024 | 2023 |
Management (including directors) |
2024 | 2023 |
£ | £ |
Directors' remuneration |
Wages and salaries includes the share based payment costs as detailed in note 12. |
5. | OPERATING (LOSS)/PROFIT |
The operating loss (2023 - operating profit) is stated after charging/(crediting): |
2024 | 2023 |
£ | £ |
Other operating leases |
Depreciation - owned assets |
Audit fees |
Foreign exchange differences | ( |
) |
6. | TAXATION |
Analysis of the tax (credit)/charge |
The tax (credit)/charge on the loss for the year was as follows: |
2024 | 2023 |
£ | £ |
Current tax: |
UK corporation tax |
Deferred tax | ( |
) |
Tax on (loss)/profit | ( |
) |
UK corporation tax was charged at 19%) in 2023. |
PSG Konsult MS UK Limited (Registered number: 08274157) |
Notes to the Financial Statements - continued |
for the year ended 29 February 2024 |
6. | TAXATION - continued |
Reconciliation of total tax (credit)/charge included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
2024 | 2023 |
£ | £ |
(Loss)/profit before tax | ( |
) |
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of |
( |
) |
Effects of: |
Superdeduction | ( |
) |
Change in rate of deferred tax | ( |
) |
Deferred tax provided at future rate | ( |
) |
Total tax (credit)/charge | (102,149 | ) | 41,489 |
From 1st April 2023, the corporation tax main rate for non-ring fenced profits increased to 25%. |
Please see note 13 regarding deferred tax for further details. |
7. | TANGIBLE FIXED ASSETS |
Fixtures & |
fittings |
and |
equipment |
£ |
COST |
At 1 March 2023 |
Additions |
At 29 February 2024 |
DEPRECIATION |
At 1 March 2023 |
Charge for year |
At 29 February 2024 |
NET BOOK VALUE |
At 29 February 2024 |
At 28 February 2023 |
8. | DEBTORS |
2024 | 2023 |
£ | £ |
Amounts owed by participating interests | 81,791 | 92,303 |
Rental deposit | 10,766 | 10,766 |
Prepayments and accrued income | 2,285,383 | 2,279,188 |
2,377,940 | 2,382,257 |
Deferred tax asset (see note 13) | 905,262 | 788,820 |
PSG Konsult MS UK Limited (Registered number: 08274157) |
Notes to the Financial Statements - continued |
for the year ended 29 February 2024 |
9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2023 |
£ | £ |
Tax |
Social security and other taxes |
Other creditors (see note 12) |
Accruals and deferred income |
10. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2024 | 2023 |
£ | £ |
Other creditors (see note 12) |
11. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
2024 | 2023 |
£ | £ |
Within one year |
PSG Konsult MS UK Limited (Registered number: 08274157) |
Notes to the Financial Statements - continued |
for the year ended 29 February 2024 |
12. | PROVISIONS FOR OTHER LIABILITIES AND CHARGES |
Employee benefit obligation - Cash-settled share incentive scheme |
2024 | 2023 |
£ | £ |
Balance at beginning of year | 3,042,496 | 3,322,812 |
Options exercised during the year | (1,418,924 | ) | (1,446,031 | ) |
Charged against profit for the year | 2,000,195 | 1,165,715 |
Balance at end of year | 3,623,767 | 3,042,496 |
Current portion | 1,601,776 | 1,269,085 |
Non-current portion | 2,021,991 | 1,773,411 |
3,623,767 | 3,042,496 |
During the current and prior financial year, the company operated six (2023: six) cash-settled share incentive schemes in terms of the PSG Konsult Group Share Incentive Scheme. In terms of these schemes, share options are granted to executive directors, senior and middle management. The share options relate to PSG Financial Services Limited (formerly known as PSG Konsult Ltd) - a South African company listed on the Johannesburg Stock Exchange, the Namibian Stock Exchange and the Stock Exchange of Mauritius. |
In terms of these share incentive schemes, share options are allocated to participants at grant date at market price. The settlement of the purchase consideration payable by the employee in terms of the share options granted occurs on delivery/vesting. |
The assumptions made regarding share options are set out in this note. |
The total share based payment costs recognised in the income statement is £2,000,195 (2023: £1,165,715). The share-based payment cost expensed forms part of the liability at the year end. |
The weighted average strike price of share options exercised in terms of the scheme during the year under review was R8.78 per share (2023: R8.36 per share), where "R" represents the South African Rand. |
The share-based payments do not vest until the employees completed a specified period of service, therefore the expense is accounted for as those services are rendered during the vesting period, with a corresponding increase in liabilities. |
The fair value was determined using the Modified Binomial Tree valuation model. |
Vesting of shares occurs as follows: | % |
2 years after grant date | 25 |
3 years after grant date | 25 |
4 years after grant date | 25 |
5 years after grant date | 25 |
100 |
Granting of share options occurred |
No. of share options |
Strike price - R |
1 July 2012 | 10,000,000 | 1.83 |
1 March 2013 | 12,500,000 | 2.83 |
1 April 2014 | 6,350,000 | 5.06 |
1 April 2015 | 895,186 | 7.27 |
1 April 2016 | 10,335,579 | 6.81 |
1 April 2017 | 3,156,559 | 7.59 |
1 April 2018 | 3,750,000 | 8.74 |
1 April 2019 | 4,000,000 | 10.15 |
1 April 2020 | 4,800,000 | 7.13 |
1 April 2021 | 8,500,000 | 9.08 |
1 April 2022 | 6,750,000 | 12.71 |
1 April 2023 | 6,250,000 | 12.17 |
77,287,324 |
PSG Konsult MS UK Limited (Registered number: 08274157) |
Notes to the Financial Statements - continued |
for the year ended 29 February 2024 |
12 PROVISIONS FOR OTHER LIABILITIES AND CHARGES (Continued) |
Assumptions used in the valuation model: |
Volatility | Dividend | Risk-free | Spot price |
used | yield | rate |
% | % | % | R |
29 February 2024 | 21.00 - 36.87 | 3.26 - 3.66 | 7.95 - 8.26 | 15.19 |
28 February 2023 | 27.67 - 39.72 | 3.23 - 3.71 | 7.61 - 8.17 | 12.99 |
28 February 2022 | 32.92 - 40.66 | 2.68 - 3.17 | 4.57 - 6.58 | 13.74 |
28 February 2021 | 33.54 - 45.11 | 3.14 - 3.48 | 3.69 - 5.76 | 8.99 |
29 February 2020 | 27.16 - 31.70 | 3.12 - 3.72 | 6.19 - 6.64 | 7.90 |
28 February 2019 | 29.65 | 2.47 | 8.53 | 10.73 |
28 February 2018 | 21.36 | 2.21 | 8.72 | 8.59 |
28 February 2017 | 26.85 | 2.03 | 9.26 | 7.53 |
29 February 2016 | 34.87 | 1.94 | 9.79 | 6.81 |
28 February 2015 | 27.17 | 2.21 | 8.03 | 7.07 |
28 February 2014 | 29.25 | 2.23 | 8.07 | 4.30 |
28 February 2013 | 36.48 | 6.00 | 6.20 | 2.40 |
Analysis of outstanding scheme shares by financial year of maturity: |
2024 | 2023 |
Weighted average strike price |
Number |
Weighted average strike price |
Number |
R | R |
29 February 2024 | 8.78 | - | 8.78 | 6,637,500 |
28 February 2025 | 9.72 | 7,087,500 | 9.72 | 7,087,500 |
28 February 2026 | 10.16 | 7,400,000 | 9.63 | 5,837,500 |
28 February 2027 | 10.94 | 5,900,000 | 10.49 | 4,337,500 |
29 February 2028 | 12.45 | 3,250,000 | 12.71 | 1,687,500 |
28 February 2029 | 12.17 | 1,562,500 |
25,200,000 | 25,587,500 |
2024 | 2023 |
Number | Number |
Number of share options allocated at beginning of year | 25,587,500 | 23,913,065 |
Number of share options transferred during the year | - | - |
Number of share options vested during the year | (6,637,500 | ) | (5,075,565 | ) |
Number of share options allocated during the year | 6,250,000 | 6,750,000 |
Number of share options expired during the year | - | - |
Total number of share options allocated at the year end | 25,200,000 | 25,587,500 |
On 24 April 2024 Messrs FJ Gouws and NM Gudka respectively accepted 4,650,000 and 1,250,000 share option awards at a strike price of R14.70 per share. These are exercisable in tranches of 25% each on the 2nd, 3rd, 4th and 5th anniversary of the award date. |
The share options referred to above relate to PSG Financial Services Limited (formerly known as PSG Konsult Limited) Ordinary shares. |
PSG Konsult MS UK Limited (Registered number: 08274157) |
Notes to the Financial Statements - continued |
for the year ended 29 February 2024 |
13. | DEFERRED TAX |
Deferred tax on losses | Deferred tax on accelerated capital allowances | Deferred tax on unrealised cash settled share options | Total |
£ | £ | £ | £ |
Balance at 1 March 2023 | (29,346 | ) | 1,149 | (760,623 | ) | (788,820 | ) |
Charge to Income Statement during year | 29,346 | (470 | ) | (145,318 | ) | (116,442 | ) |
Balance at 29 February 2024 | - | 679 | (905,941 | ) | (905,262 | ) |
14. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
Ordinary | £1 | 1 | 1 |
15. | RESERVES |
Retained |
earnings |
£ |
At 1 March 2023 | ( |
) |
Deficit for the year | ( |
) |
At 29 February 2024 | ( |
) |
Retained earnings comprise accumulated profits and losses. |
16. | CONTROLLING PARTY |
PSG Group Limited unbundled its majority shareholding in PSG Financial Services Limited (formerly known as PSG Konsult Limited) on 12 September 2022. The change in the shareholding structure of PSG Financial Services Limited as a consequence of the unbundling will not impact the business model, operations or capital and solvency position of the PSG Konsult Group. |
The company is a wholly owned subsidiary of PSG Management Services (Pty) Limited, a company registered in South Africa. |
The parent company of the smallest group that prepares consolidated financial statements which include the results for PSG Konsult MS UK Limited is PSG Financial Services Limited and its registered office address is 4th Floor, The Edge, 3 Howick Close, Cape Town, Western Cape, 7530. |