Company registration number 13060850 (England and Wales)
MAVEGA GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
MAVEGA GROUP LIMITED
COMPANY INFORMATION
Directors
Mr G Borriello
Mr M Caleo
Company number
13060850
Registered office
Colette House
52- 55 Piccadilly
London
W1J 0DX
Auditor
Ensors Accountants LLP
Connexions
159 Princes Street
Ipswich
IP1 1QJ
MAVEGA GROUP LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group statement of financial position
9
Company statement of financial position
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 34
MAVEGA GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Review of the business
The directors consider the Group's key performance indicators to be turnover and operating income. The Group continues to ensure fixed costs are maintained reasonably low.
Turnover in 2023 has increased to $20.8m from $19.6m in 2022, thanks to the acquisition of Bernhard Von Blomberg, a synergistic company to Mavega that also operates in the shipbroking business. The transaction was closed in August 2023, with retroactive effect from 1 July 2023 that impacted strongly also the Gross profit that has experienced a steep increase, moving from $9.7m from $15.0m. Nevertheless, on 1 August 2023, the company completed the acquisition of 100% of the share capital of Mavega Group DMCC, adding another important piece on its group of shipbroker companies.
Principal risks and uncertainties
Shipping ls a global industry and effected by global trends, all of which potentially impact the business (favourably or otherwise). For instance, the Group may face risks from unfavourable foreign exchange fluctuations, as most of its revenue is generated in US dollars while the majority of its expenses are incurred in local currencies.
Development and performance
The Group continues to have a healthy cash position at the year end of $4.29m (2022: $4.59m). Alongside a strong net asset position at 31 December 2023 of $14.9m (2022 : $4.8m) the group has significant resources to continue developing the business. 2024 first draft numbers ensure an increase on the value of invoice issued throughout the year.
Key performance indicators
The key financial indicators monitored by the Group include turnover, shareholders funds and cash.
Mr M Caleo
Director
17 April 2025
MAVEGA GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company and group continued to be that of shipbroking.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
Share Capital
On 16 February 2023, Mavega Group Limited subdivided its share capital from 110 GBP1 Ordinary Shares into 1,100 GBP0.1 Ordinary Shares. On the same date, the company issued 8,900 GBP0.1 shares at par value. On 1 August 2023, the company issued 101 GBP0.1 Ordinary Shares as part-consideration for the acquisition of 100% of the share capital of Mavega Group DMCC. The fair value of this consideration was USD 8,632,490.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr G Borriello
Mr M Caleo
Directors' share options
Details of directors' share options are as follows:
At 1 January 2023
Granted
Exercised
At 31 December 2023
Date from which exercisable
Expiry date
Marco Caleo
-
102
-
102
31/12/2026
31/12/2031
Future developments
The markets continued to be unpredictable for all sectors however the Group continues to see growth and is well positioned to continue this trend. Having increased reserves, cash and performance, the Group Is well placed to accept any challenges or opportunities that the oil market or other geo-political events may bring. The Group has focused its efforts on ensuring that it continues to operate under a cost efficient environment while maximising broking staff opportunities as we look to grow market share from both London and other sister companies, including overseas offices.
Strategic report
The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of risk disclosures.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
MAVEGA GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
On behalf of the board
Mr M Caleo
Director
17 April 2025
MAVEGA GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
The directors are responsible for preparing the Annual 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 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 group and company, and of the profit or loss of the group 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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the ;
prepare the on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
MAVEGA GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MAVEGA GROUP LIMITED
- 5 -
Qualified opinion on financial statements
We have audited the financial statements of Mavega Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, 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 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 qualified opinion
The audit opinion on the consolidated financial statements for the year ended 31 December 2022 was disclaimed because insufficient audit evidence was available in respect of several material subsidiaries. While we were able to obtain sufficient, appropriate audit evidence in respect of opening balances as at 1 January 2023 using alternative audit procedures, we were unable to satisfy ourselves by alternative means concerning the comparative financial information of these subsidiaries. Consequently we were unable to determine whether any adjustment to comparative financial information was necessary. In addition, were any adjustment to the profit and loss account required, the strategic report may also need to be amended in respect of comparative financial information.
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 group's and parent 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
MAVEGA GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MAVEGA GROUP LIMITED
- 6 -
Qualified opinions on other matters prescribed by the Companies Act 2006
Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
Arising solely from the limitation of scope of our work relating to opening balances referred to above:
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:
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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 auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:
obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company are complying with the legal and regulatory framework;
inquired of group management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;
discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.
MAVEGA GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MAVEGA GROUP LIMITED
- 7 -
Auditor's responsibilities for the audit of the financial statements (continued)
Our audit was designed to include tests of detail together with an assessment of the control environment to enable us to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement due to fraud. Through discussion with directors, and from our own knowledge of and experience of the sector in which the group operates we identified the following areas where we consider there is a higher risk of fraud: transactions and balances with related parties, revenue recognition, recoverability of debts, and management override of systems and control.
We performed audit procedures to address the risks noted above, which included the following:
Testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions
Review of related party transactions ensuring they have an appropriate business rationale
Testing a sample of sales contracts to ensure commission on voyages is appropriately recognised
Agreeing a sample of trade debtors and accrued income balances to post year end receipt or other evidence of recoverability
Our audit testing was incomplete in respect of the testing of journal entries relating to opening balances and certain material subsidiaries, as detailed in the basis for qualified opinion section of the audit report.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is we would become aware of non-compliance.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's 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.
Barry Gostling (Senior Statutory Auditor)
For and on behalf of Ensors Accountants LLP
22 April 2025
Chartered Accountants
Statutory Auditor
Connexions
159 Princes Street
Ipswich
IP1 1QJ
MAVEGA GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
as restated
Notes
$
$
Turnover
3
20,832,914
19,606,475
Cost of sales
(5,776,889)
(9,940,451)
Gross profit
15,056,025
9,666,024
Administrative expenses
(14,239,529)
(10,700,315)
Other operating income
1,365,404
1,588,793
Impairment of related company loans
4
(375,623)
Operating profit
5
2,181,900
178,879
Other interest receivable and similar income
8
5,046
211
Interest payable and similar expenses
9
(149,458)
(7,572)
Profit before taxation
2,037,488
171,518
Tax on profit
10
(1,198,788)
(287,375)
Profit/(loss) for the financial year
838,700
(115,857)
Other comprehensive income
Currency translation gain/(loss) taken to retained earnings
338,168
(522,826)
Total comprehensive income for the year
1,176,868
(638,683)
Profit/(loss) for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
MAVEGA GROUP LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
as restated
Notes
$
$
$
$
Fixed assets
Goodwill
11
13,000,370
Other intangible assets
11
45,955
45,955
Total intangible assets
13,046,325
45,955
Tangible assets
12
670,726
105,151
13,717,051
151,106
Current assets
Debtors
15
20,370,655
10,970,983
Cash at bank and in hand
4,294,364
4,592,215
24,665,019
15,563,198
Creditors: amounts falling due within one year
16
(20,391,797)
(10,901,047)
Net current assets
4,273,222
4,662,151
Total assets less current liabilities
17,990,273
4,813,257
Provisions for liabilities
Provisions
17
3,042,421
Deferred tax liability
18
8,124
(3,042,421)
(8,124)
Net assets
14,947,852
4,805,133
Capital and reserves
Called up share capital
21
1,232
149
Share premium account
8,632,389
Other reserves
181,020
(270,176)
Profit and loss reserves
6,133,211
5,075,160
Total equity
14,947,852
4,805,133
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved by the board of directors and authorised for issue on 17 April 2025 and are signed on its behalf by:
17 April 2025
Mr M Caleo
Director
Company registration number 13060850 (England and Wales)
MAVEGA GROUP LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
as restated
Notes
$
$
$
$
Fixed assets
Investments
13
16,616,909
1,118,456
Current assets
Debtors
15
31,930
6,314
Cash at bank and in hand
2,984
9,994
34,914
16,308
Creditors: amounts falling due within one year
16
(8,145,325)
(1,138,991)
Net current liabilities
(8,110,411)
(1,122,683)
Net assets/(liabilities)
8,506,498
(4,227)
Capital and reserves
Called up share capital
21
1,232
149
Share premium account
8,632,389
Other reserves
332,379
Profit and loss reserves
(459,502)
(4,376)
Total equity
8,506,498
(4,227)
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was $455,126 (2022 - $20,804 loss).
The financial statements were approved by the board of directors and authorised for issue on 17 April 2025 and are signed on its behalf by:
17 April 2025
Mr M Caleo
Director
Company registration number 13060850 (England and Wales)
MAVEGA GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Share premium account
Merger reserve
Share-based payment reserve
Profit and loss reserves
Total
Notes
$
$
$
$
$
$
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
149
-
(270,176)
-
5,055,842
4,785,815
Prior year adjustment
-
-
-
-
658,001
658,001
As restated
149
(270,176)
-
5,713,843
5,443,816
Year ended 31 December 2022:
Loss for the year
-
-
-
-
(115,857)
(115,857)
Other comprehensive income:
Currency translation differences
-
-
-
-
(522,826)
(522,826)
Total comprehensive income
-
-
-
-
(638,683)
(638,683)
Balance at 31 December 2022
149
(270,176)
-
5,075,160
4,805,133
Year ended 31 December 2023:
Profit for the year
-
-
-
-
838,700
838,700
Other comprehensive income:
Currency translation differences
-
-
-
-
338,168
338,168
Total comprehensive income
-
-
-
-
1,176,868
1,176,868
Issue of share capital
21
1,083
8,632,389
-
-
-
8,633,472
Transfers
-
-
118,817
-
(118,817)
-
Credit to equity for equity settled share-based payments
-
-
-
332,379
-
332,379
Balance at 31 December 2023
1,232
8,632,389
(151,359)
332,379
6,133,211
14,947,852
MAVEGA GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Share premium account
Share-based payment reserve
Profit and loss reserves
Total
Notes
$
$
$
$
$
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
149
-
16,428
16,577
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
-
(20,804)
(20,804)
Balance at 31 December 2022
149
-
(4,376)
(4,227)
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
(455,126)
(455,126)
Issue of share capital
21
1,083
8,632,389
-
-
8,633,472
Credit to equity for equity settled share-based payments
-
-
332,379
-
332,379
Balance at 31 December 2023
1,232
8,632,389
332,379
(459,502)
8,506,498
MAVEGA GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
2023
2022
as restated
Notes
$
$
$
$
Cash flows from operating activities
Cash generated from operations
27
6,146,117
2,672,850
Interest paid
(467)
(7,572)
Income taxes paid
(2,373,486)
(879,602)
Net cash inflow from operating activities
3,772,164
1,785,676
Investing activities
Purchase of business
(4,303,977)
-
Purchase of tangible fixed assets
(109,252)
(127,487)
Repayment of loans
-
(19,235)
Interest received
5,046
211
Net cash used in investing activities
(4,408,183)
(146,511)
Net (decrease)/increase in cash and cash equivalents
(636,019)
1,639,165
Cash and cash equivalents at beginning of year
4,592,215
3,475,766
Effect of foreign exchange rates
338,168
(522,716)
Cash and cash equivalents at end of year
4,294,364
4,592,215
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
1
Accounting policies
Company information
Mavega Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is .
The group consists of Mavega Group Limited and all of its subsidiaries.
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.
The financial statements are prepared in USD, 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 is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
1.2
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company Mavega Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
Mavega Asia Pte Ltd, Mavega Italia Srl, Mavega Geneve SA and Mavega Guangzhou Company Ltd are all 100% subsidiary companies.
All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
1.4
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.5
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for 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.
Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.
1.6
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.7
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.
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
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:
Other intangible assets
33% straight line
1.8
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:
Leasehold improvements
33% straight line
Plant and equipment
25% straight line
Motor vehicles
25% straight line
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 recognised in the income statement.
1.9
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.10
Impairment of fixed assets
At each reporting period end date, the group 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.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.11
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.
1.12
Financial instruments
The group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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.
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 group 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.
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
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 group 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 group's contractual obligations expire or are discharged or cancelled.
1.13
Equity instruments
Equity instruments issued by the group 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 group.
1.14
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 group’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 income statement, 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 if, and only if, there is 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.
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
1.15
Provisions
Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.16
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.
1.17
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.18
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. 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.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.19
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 leased asset are consumed.
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
2
Judgements and key sources of estimation uncertainty
In the application of the group’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 current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Provisions for bad and doubtful debts
Provisions are raised against debtors where there is uncertainty over whether they will be recoverable. Calculation of these provisions requires judgements to be made about the recoverability of debts that remain outstanding at the date of the approval of the financial statements.
Earnout provision
The group has recognised a provision for the expected earnout payment that will become payable to the previous owners of a subsidiary company acquired by the group. Calculation of this provision requires estimates of the anticipated EBITDA of the subsidiary over the 5 year earnout period.
3
Turnover and other revenue
2023
2022
$
$
Turnover analysed by class of business
Ship broking services
20,832,914
19,606,475
2023
2022
$
$
Turnover analysed by geographical market
United Kingdom
4,131,546
6,289,438
Europe
5,341,306
1,625,135
Rest of the world
11,360,062
11,691,902
20,832,914
19,606,475
2023
2022
$
$
Other revenue
Interest income
5,046
211
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
4
Exceptional item
2023
2022
$
$
Expenditure
Impairment of related company loans
-
375,623
5
Operating profit
2023
2022
$
$
Operating profit for the year is stated after charging:
Exchange losses
134,323
394,383
Fees payable to the group's auditor for the audit of the group's financial statements
20,700
19,509
Depreciation of owned tangible fixed assets
115,244
100,863
Amortisation of intangible assets
1,444,486
30,137
Share-based payments
332,379
-
Operating lease charges
232,168
352,611
6
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Sales and administration
71
48
-
-
Directors
2
2
-
-
Total
73
50
Their aggregate remuneration comprised:
Group
Company
2023
2022
2023
2022
$
$
$
$
Wages and salaries
7,225,209
5,573,495
332,379
Social security costs
293,901
297,906
-
-
Pension costs
35,358
35,782
7,554,468
5,907,183
332,379
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
7
Directors' remuneration
2023
2022
$
$
Remuneration for qualifying services
727,255
587,434
Company pension contributions to defined contribution schemes
7,858
1,611
735,113
589,045
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022 - 1).
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
$
$
Remuneration for qualifying services
466,555
404,544
8
Interest receivable and similar income
2023
2022
$
$
Interest income
Interest on bank deposits
5,046
211
Disclosed on the income statement as follows:
Other interest receivable and similar income
5,046
211
9
Interest payable and similar expenses
2023
2022
$
$
Interest on bank overdrafts and loans
467
-
Other interest
148,991
7,572
Total finance costs
149,458
7,572
10
Taxation
2023
2022
$
$
Current tax
Adjustments in respect of prior periods
18,033
Foreign current tax on profits for the current period
1,171,334
267,970
Total current tax
1,171,334
286,003
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Taxation
2023
2022
$
$
(Continued)
- 23 -
Deferred tax
Origination and reversal of timing differences
27,454
1,372
Total tax charge
1,198,788
287,375
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
$
$
Profit before taxation
2,037,488
171,518
Expected tax charge based on the standard rate of corporation tax in the UK of 22.50% (2022: 19.00%)
458,435
32,588
Tax effect of expenses that are not deductible in determining taxable profit
628,373
109,169
Tax effect of income not taxable in determining taxable profit
(97,528)
Unutilised tax losses carried forward
236,603
Change in unrecognised deferred tax assets
105,759
Adjustments in respect of prior years
(40,211)
59,922
Effect of overseas tax rates
46,199
(35,428)
Foreign exchange differences
(33,083)
15,365
Taxation charge
1,198,788
287,375
11
Intangible fixed assets
Group
Goodwill
Other intangible assets
Total
$
$
$
Cost
At 1 January 2023
76,092
76,092
Additions
14,444,856
14,444,856
At 31 December 2023
14,444,856
76,092
14,520,948
Amortisation and impairment
At 1 January 2023
30,137
30,137
Amortisation charged for the year
1,444,486
1,444,486
At 31 December 2023
1,444,486
30,137
1,474,623
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Intangible fixed assets
(Continued)
- 24 -
Carrying amount
At 31 December 2023
13,000,370
45,955
13,046,325
At 31 December 2022
45,955
45,955
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
Goodwill acquired in the period relates to the acquisition of Bernhard von Blomberg Gessellscaft fur maritimen Handelsverkehr mbH on 30 June 2023. The remaining amortisation period for this goodwill is 4.5 years.
12
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Motor vehicles
Total
$
$
$
$
Cost
At 1 January 2023
37,657
294,772
38,529
370,958
Additions
14,871
96,666
111,537
Business combinations
355,771
213,511
569,282
At 31 December 2023
37,657
665,414
348,706
1,051,777
Depreciation and impairment
At 1 January 2023
33,105
216,215
16,487
265,807
Depreciation charged in the year
4,552
79,324
31,368
115,244
At 31 December 2023
37,657
295,539
47,855
381,051
Carrying amount
At 31 December 2023
369,875
300,851
670,726
At 31 December 2022
4,552
78,557
22,042
105,151
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
$
$
$
$
Investments in subsidiaries
14
16,616,909
1,118,456
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
13
Fixed asset investments
(Continued)
- 25 -
Movements in fixed asset investments
Company
Shares in subsidiaries
$
Cost or valuation
At 1 January 2023
1,118,456
Additions
15,498,453
At 31 December 2023
16,616,909
Carrying amount
At 31 December 2023
16,616,909
At 31 December 2022
1,118,456
During the period, the parent company made equity contributions to its wholly owned subsidiary, Mavega HK Limited, to finance the acquisition of Mavega Group DMCC and Bernhard von Blomberg Gessellscaft fur maritimen Handelsverkehr mbH.
14
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Mavega Asia Pte Limited
6 Battery Road, #15-05, 049909, Singapore
Ordinary
100.00
-
Mavega Italia Srl
Via Fieschi 3/12, 16121, Genova, Italy
Ordinary
100.00
-
Mavega Geneve SA
Place de la Synagogue, CH1204, Geneve, Switzerland
Ordinary
100.00
-
Mavega UK Limited
Colette House, 52-55 Picadilly, London, W1J 0DX
Ordinary
100.00
-
Mavega Guangzhou Company Limited
Room 1402, Carton Fair Tower, 679 Fengpu zhong lu Road, 510335 Guangzhou, China
Ordinary
-
100.00
Bernhard von Blomberg Gessellscaft fur maritimen Handelsverkehr mbH
Mühlenkamp 6c, Hamburg, 22303, Germany
Ordinary
-
100.00
Mavega Group DMCC
JBC 2 Cluster V Jumeirah lakes Tower, Dubai
Ordinary
-
100.00
Mavega HK Limited
Rooms 1001-03, 0/F Wing On Kowloon CTR 345, Nathan Road, KLN, Hong Kong
Ordinary
100.00
-
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
15
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
$
$
$
$
Trade debtors
4,255,517
3,065,772
Corporation tax recoverable
180,703
Amounts owed by group undertakings
-
-
30,712
-
Other debtors
7,359,893
5,108,635
1,218
5,136
Prepayments and accrued income
8,574,542
2,796,576
1,178
20,370,655
10,970,983
31,930
6,314
16
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
$
$
$
$
Trade creditors
1,095,882
1,028,764
18
43,309
Amounts owed to group undertakings
8,145,484
1,095,682
Corporation tax payable
845,879
304,799
Other taxation and social security
359,976
745,584
-
-
Other creditors
12,208,032
4,690,853
Accruals and deferred income
5,882,028
4,131,047
(177)
20,391,797
10,901,047
8,145,325
1,138,991
17
Provisions for liabilities
Group
Company
2023
2022
2023
2022
$
$
$
$
3,042,421
-
-
-
Movements on provisions:
Group
$
Additional provisions in the year
3,042,421
Provisions for liabilities includes $2,952,948 in respect the estimated earn out payable in respect of the acquisition of a subsidiary.
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
18
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
2023
2022
Group
$
$
Accelerated capital allowances
-
8,124
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
$
$
Liability at 1 January 2023
8,124
-
Credit to profit or loss
(8,124)
-
Asset at 31 December 2023
-
-
19
Retirement benefit schemes
2023
2022
Defined contribution schemes
$
$
Charge to profit or loss in respect of defined contribution schemes
35,358
35,782
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
20
Share-based payment transactions
Group and company
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
$
$
Outstanding at 1 January 2023
-
-
-
-
Granted
3,604
-
898.00
-
Outstanding at 31 December 2023
3,604
-
898.00
-
Exercisable at 31 December 2023
-
-
-
-
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
20
Share-based payment transactions
(Continued)
- 28 -
The options outstanding at 31 December 2023 had an exercise price of GBP 710 (USD 898) per share, and a remaining contractual life of 3 years.
Group and company
The weighted average fair value of options granted in the year was determined by reference to the expected value of the business at the exercise date based on anticipated Group EBITDA.
The value of the options has been adjusted, based on management’s best estimate, for the effect of non-transferability, exercise restrictions, and minority interest.
Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions are taken into account by adjusting the number of options expected to vest at each reporting date.
Group
Company
2023
2022
2023
2022
$
$
$
$
Expenses recognised in the year
Arising from equity settled share based payment transactions
332,379
-
332,379
-
21
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary shares of £1 each
10,101
110
1,232
149
On 16 February 2023, Mavega Group Limited subdivided its share capital from 110 GBP1 Ordinary Shares into 1,100 GBP0.1 Ordinary Shares. On the same date, the company issued 8,900 GBP0.1 shares at par value.
On 1 August 2023, the company issued 101 GBP0.1 Ordinary Shares as part-consideration for the acquisition of 100% of the share capital of Mavega Group DMCC. The fair value of this consideration was USD 8,632,490.
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
22
Acquisition of a business
On 1 July 2023 the group acquired 100 percent of the issued capital of Bernhard von Blomberg Gessellscaft fur maritimen Handelsverkehr mbH.
Book Value
Adjustments
Fair Value
Net assets acquired
$
$
$
Property, plant and equipment
571,482
-
571,482
Trade and other receivables
3,819,456
-
3,819,456
Cash and cash equivalents
1,993,867
-
1,993,867
Trade and other payables
(3,497,155)
-
(3,497,155)
Tax liabilities
(1,526,951)
-
(1,526,951)
Total identifiable net assets
1,360,699
-
1,360,699
Goodwill
14,444,856
Total consideration
15,805,555
The consideration was satisfied by:
$
Cash
6,819,375
Deferred consideration
6,033,232
Earn out
2,952,948
15,805,555
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
$
Turnover
4,708,521
Profit after tax
1,513,708
The goodwill arising on the acquisition of the business is attributable to the anticipated profitability of the contracts with existing customers and the future operating synergies from the combination.
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
22
Acquisition of a business
(Continued)
- 30 -
On 1 August 2023 the group acquired 100 percent of the issued capital of Mavega Group DMCC.
Book Value
Adjustments
Fair Value
Net assets acquired
$
$
$
Property, plant and equipment
85
-
85
Trade and other receivables
12,220,421
-
12,220,421
Cash and cash equivalents
621,531
-
621,531
Trade and other payables
(4,109,635)
-
(4,109,635)
Total identifiable net assets
8,732,402
-
8,732,402
Goodwill
-
Total consideration
8,732,402
The consideration was satisfied by:
$
Cash
100,000
Issue of shares
8,632,402
8,732,402
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
$
Turnover
4,054,034
Profit after tax
660,819
23
Financial commitments, guarantees and contingent liabilities
Mavega Group Limited has issued a guarantee in favour of the previous owners of Bernhard von Blomberg Gesellschaft für maritimen Handelsverkehr mbH, totalling EUR 7,500,000 in respect of deferred consideration payments due under the sale and purchase agreement.
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
24
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2023
2022
2023
2022
$
$
$
$
Within one year
146,896
46,504
-
-
Between two and five years
501,896
-
-
-
648,792
46,504
-
-
25
Related party transactions
Transactions with related parties
During the year the group entered into the following transactions with related parties:
Other operating income
Commissions payable
2023
2022
2023
2022
$
$
$
$
Group
Other related parties
575,505
641,929
1,117,476
3,482,893
The following amounts were outstanding at the reporting end date:
Amounts due to related parties
2023
2022
$
$
Group
Other related parties
3,922,769
1,928,568
The following amounts were outstanding at the reporting end date:
Amounts due from related parties
2023
2022
2022
2022
Balance
Balance
Provision
Net
$
$
$
$
Group
Entities over which the group has control, joint control or significant influence
110,469
-
-
-
Key management personnel
81,402
76,977
-
76,977
Other related parties
6,608,937
709,556
550,305
159,251
Amounts owed by other related parties at 31 December 2023 includes $6,147,174 owed to the preference shareholders of a subsidiary of the group. Since the year end, the subsidiary has declared dividends on preference shares totalling $4,282,729, which has reduced the debtor by an equivalent amount.
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 32 -
26
Controlling party
Mavega Group Limited is under the control of Guiseppe Borriello, director.
27
Cash generated from group operations
2023
2022
$
$
Profit/(loss) for the year after tax
838,700
(115,857)
Adjustments for:
Taxation charged
1,198,788
287,375
Finance costs
149,458
7,572
Investment income
(5,046)
(211)
Amortisation and impairment of intangible assets
1,444,486
30,137
Depreciation and impairment of tangible fixed assets
115,244
100,863
Equity settled share based payment expense
332,379
-
Increase in provisions
2,952,948
-
Movements in working capital:
Decrease/(increase) in debtors
6,756,689
(2,518,247)
(Decrease)/increase in creditors
(7,637,529)
4,881,218
Cash generated from operations
6,146,117
2,672,850
28
Analysis of changes in net funds - group
1 January 2023
Cash flows
Exchange rate movements
31 December 2023
$
$
$
$
Cash at bank and in hand
4,592,215
(636,019)
338,168
4,294,364
29
Prior period adjustment
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
29
Prior period adjustment
(Continued)
- 33 -
Reconciliation of changes in equity - group
1 January
31 December
2022
2022
Notes
$
$
Adjustments to prior year
Correction of accruals and accrued income in Mavega Asia
1
-
(1,402,006)
Adjustment to negative goodwill
2
-
455,481
Total adjustments
-
(946,525)
Equity as previously reported
4,785,815
5,751,658
Equity as adjusted
4,785,815
4,805,133
Analysis of the effect upon equity
Profit and loss reserves
-
(946,525)
Reconciliation of changes in profit/(loss) for the previous financial period
2022
Notes
$
Adjustments to prior year
Correction of accruals and accrued income in Mavega Asia
1
(1,401,896)
Adjustment to negative goodwill
2
(202,520)
Total adjustments
(1,604,416)
Profit as previously reported
1,488,559
Loss as adjusted
(115,857)
Reconciliation of changes in equity - company
The prior period adjustments do not give rise to any effect upon equity.
Reconciliation of changes in loss for the previous financial period
2022
$
Adjustments to prior year
Total adjustments
-
Loss as previously reported
(20,804)
Loss as adjusted
(20,804)
MAVEGA GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
29
Prior period adjustment
(Continued)
- 34 -
Notes to reconciliation
1. Mavega Asia
The Mavega Asia Pte Ltd financial statements for the year ended 31 December 2022 were unaudited at the component or group level. Following the completion of audit procedures in respect of the year ended 31 December 2023, a number of adjustments were identified that required an amendment of the accruals, accrued income and trade debtor balances in Mavega Asia Pte Ltd as at 31 December 2022. These have been processed as a prior year adjustment in the consolidated financial statements of Mavega Group Limited.
2. Negative goodwill
As at 31 December 2022, negative goodwill was recognised in respect of the group's investment in Mavega Asia Pte Ltd. As a result of the prior year adjustment 1, above, it is considered appropriate to reverse this negative goodwill.
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