Company registration number 11269420 (England and Wales)
MAZE.DESIGN LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
PAGES FOR FILING WITH REGISTRAR
MAZE.DESIGN LIMITED
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
4
20,849
28,570
Tangible assets
5
26,355
31,473
47,204
60,043
Current assets
Debtors
6
912,903
1,208,877
Cash at bank and in hand
1,731,301
713,192
2,644,204
1,922,069
Creditors: amounts falling due within one year
7
(10,474,466)
(6,352,124)
Net current liabilities
(7,830,262)
(4,430,055)
Net liabilities
(7,783,058)
(4,370,012)
Capital and reserves
Called up share capital
10
17
17
Share premium account
11
1,980,002
1,980,002
Other reserves
218,444
7,552
Profit and loss reserves
13
(9,981,521)
(6,357,583)
Total equity
(7,783,058)
(4,370,012)
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true
For the financial year ended 31 March 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The member has not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
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 and signed by the director and authorised for issue on 30 January 2025
Mr J Widawski
Director
Company Registration No. 11269420
MAZE.DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
1
Accounting policies
Company information
Maze.Design Limited is a private company limited by shares incorporated in England and Wales. The registered office is 5th Floor 167-169, Great Portland Street, London, United Kingdom, W1W 5PF. The company operates a full working from home policy for its employees.
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.
1.2
Going concern
The parent company of the company, Maze Design, Inc., has indicated willingness to provide financial support to the company if required for a period until at least 31st March 2025. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.true
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
1.4
Research and development expenditure
Research and development expenditure is written off against profits in the year in which it is incurred.
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
MAZE.DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 3 -
Intangible assets comprise of website development and domain names. Such assets are defined as having finite useful lives and the costs are amortised on a straight line basis over their estimated useful lives of 5 years. Intangible assets are stated at cost less amortisation and are reviewed for impairment whenever there is an indication that the carrying value may be impaired.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Domain name
20% Straight line
Websites
20% Straight line
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Computers
25% Reducing balance
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.8
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.
1.9
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.
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.
MAZE.DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 4 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.10
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.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
MAZE.DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 5 -
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
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.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
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.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Share-based payments
The company participates in a share-based payment arrangement granted to its employees from it's parent company Maze Design, Inc.
The company has elected to recognise and measure its share-based payment expense on the basis of a reasonable allocation of the expense from the it's parent company.
The expense in relation to options over the parent company's shares granted to employees from it's parent is recognised by the company as a capital contribution, and represents an increase in the parent's investment in the company.
1.15
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
MAZE.DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 6 -
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is 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 current and future periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
14
15
4
Intangible fixed assets
Intangibles
as restated
£
Cost
At 1 April 2023 and 31 March 2024
37,016
Amortisation and impairment
At 1 April 2023
8,446
Amortisation charged for the year
7,721
At 31 March 2024
16,167
Carrying amount
At 31 March 2024
20,849
At 31 March 2023
28,570
MAZE.DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 7 -
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 April 2023
49,619
Additions
3,668
At 31 March 2024
53,287
Depreciation and impairment
At 1 April 2023
18,146
Depreciation charged in the year
8,786
At 31 March 2024
26,932
Carrying amount
At 31 March 2024
26,355
At 31 March 2023
31,473
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
575,237
799,349
Other debtors
114,714
166,637
Prepayments and accrued income
222,952
241,239
912,903
1,207,225
2024
2023
Amounts falling due after more than one year:
£
£
Prepayments and accrued income
1,652
Total debtors
912,903
1,208,877
At the balance sheet date the company and an unrecognised deferred tax asset totalling £2,274,996 (2023: £1,569,375). A deferred tax asset is not recognised because it is not yet probable that cumulative tax losses will be utilised.
MAZE.DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -
7
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
24,721
Amounts owed to group undertakings
8,311,986
4,943,651
Taxation and social security
98,768
29,443
Deferred income
1,970,588
1,299,183
Other creditors
9,380
9,380
Accruals
59,023
70,467
10,474,466
6,352,124
Amounts due to group undertakings are repayable on demand, interest free and unsecured.
8
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
43,165
38,554
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
At the reporting date the company had outstanding commitments totalling £9,033. (2023: £9,921).
9
Share-based payment transactions
The company's parent company Maze Design, Inc. offers a stock option plan which is available to the company's employees.
The stock option plan is an equity settled plan, which gives the option to acquire shares at an exercise price ranging from $0.26 to $2.57 per option share. The options may only be exercised if the employee remains employed by the company. The option will lapse on the earliest of the tenth anniversary of date of grant.
The options either vest evenly over 48 months or 25% of the options vest after 1 year, with the remaining balance vesting evenly on a monthly basis over the remaining 3 years.
The maximum term of the options granted is 10 years.
During the year there were 192,157 options granted (2023: 0). The total options outstanding at the balance sheet date was 403,258 (2023: 246,345), of which 254,143 (2023: 102,643) had vested.
MAZE.DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
9
Share-based payment transactions
(Continued)
- 9 -
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
$
$
Outstanding at 1 April 2023
246,345
246,345
0.26
0.26
Granted
192,157
-
1.19
-
Forfeited
(20,367)
2.07
Expired
(14,877)
0.26
Outstanding at 31 March 2024
403,258
246,345
0.61
0.26
Exercisable at 31 March 2024
239,295
102,643
0.96
0.26
The options outstanding at 31 March 2024 had an exercise price ranging from $0.26 to $2.57 and a remaining contractual life of up to 9 years.
Liabilities and expenses
During the year the company recognised total share-based payment expenses of £210,892 (2023: £7,552) which related to equity settled share based payment transactions.
Group share-based payments
The scheme is a group share based payment plan, and therefore the company recognises and measures its share based payment expense on the basis of a reasonable allocation of the expense recognised for the group. The allocation is based on the number of employees benefiting from the share based payment plan employed by each group entity.
10
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of 0.001p each
1,000,000
1,000,000
10
10
Seed preferred of 0.001p each
454,188
454,188
5
5
Seed 1 preferred of 0.001p each
234,836
234,836
2
2
1,689,024
1,689,024
17
17
The share classes rank equally in all regards except on liquidation when surplus assets shall be paid as follows:
- first to the seed preferred shareholders, an amount equal to the applicable preference amount for each seed preferred share held,
- second to any deferred shareholders, a total of £1 for the entire class of deferred shares,
- the balance of the surplus to the holders of ordinary shares.
MAZE.DESIGN LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 10 -
11
Share premium account
2024
2023
£
£
At the beginning and end of the year
1,980,002
1,980,002
12
Other reserves
2024
2023
£
£
At the beginning of the year
7,552
-
Additions
210,892
7,552
At the end of the year
218,444
7,552
The equity reserve represents contributions awarded to the company from its parent.
13
Profit and loss reserves
2024
2023
£
£
At the beginning of the year
(6,357,582)
(5,107,624)
Loss for the year
(3,623,939)
(1,249,959)
At the end of the year
(9,981,521)
(6,357,583)
14
Parent company
The parent company is Maze Design, Inc. a company incorporated in the U.S.A, by virtue of their 100% shareholding.
The ultimate controlling party is Mr J Widawski, by virtue of his majority ownership of Maze Design, Inc.