Company registration number 12822763 (England and Wales)
PAY PERFORM HOLDINGS LTD
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
PAY PERFORM HOLDINGS LTD
COMPANY INFORMATION
Directors
Christopher Mason
Paulius Grigaitis
Luke Wingfield Digby
Company number
12822763
Registered office
2nd Floor, 37 Lombard Street
London
EC3V 9BQ
Auditor
Royce Peeling Green Limited
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
PAY PERFORM HOLDINGS LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group and company balance sheets
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Notes to the financial statements
13 - 28
PAY PERFORM HOLDINGS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 1 -

The directors present the strategic report for the year ended 30 November 2024.

Principal activities

The Orbital Group is a fintech group which offers services combining traditional financial services, such as payments and currency exchange, with virtual currency services. These services are provided by the respective Group companies holding the required licenses. The Group has built a proprietary suite of payment processing capabilities across the globe to offer a digital first treasury solution for corporate clients that allow it to process payments in supported currencies.

The services appeal particularly to companies that have a global payments requirement, with the need for sophisticated account functionality, multi-currency accounts, and fully programmatic API based services allowing for automation and easy reconciliation. The Orbital Group has already built the platform and has been successfully serving its current customers and growing business.

The principal activity of the company is that of a holding company.

Business Performance and Key Performance Indicators

The Group’s balance sheet position improved by £400k from £5.6m to just over £6m for FY24 from FY23. The Group ended the year with cash £59m compared with £36m at the end of FY23.

Client held funds increased from £44m to £68m from end of FY23 to end of FY24. The balance sheet shows a strong liquidity position, with a large increase in cash. However, this is generally matched by an increase in trade creditors and stocks, which primarily represent client-held cryptocurrency and traditional currencies.

Revenue increased from £11.4m in FY23 to £13.6m in FY24; an increase of 20%. The group experienced a shift from an operating profit of £553k in FY23 to an operating loss of £315k in FY24 driven by a substantial increase in administrative expenses, which rose to £12m in FY24 from £9.5m in FY23.

In FY23 the Group recorded a Net Profit of just under £525k but in FY24 there was a slight decrease in Net Profit to £420k, therefore generating a stable level of profitability year on year.

Future Developments

Regulatory: The focus for the coming financial year is to continue to solidify the Group’s licencing position to meet the needs of its current and future clients by fully adapting to global regulatory landscapes by obtaining new licenses in additional jurisdictions.

Commercial: From a commercial perspective the Group intends to drive growth by deepening relationships with existing clients through expanded service offerings and by targeting new client segments in FY25.

Product and Technology: As a Technology based business entrusted with client data the firm achieved SOC 2 certification in FY24, a highly respected compliance framework that reinforces data security and requires a rigorous independent audit.

 

PAY PERFORM HOLDINGS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 2 -
Principal Risks and Uncertainties

Regulatory Risk: The regulatory landscape for cryptocurrencies has matured significantly and continues to in 2025, with key frameworks now enforced or nearing full implementation. The EU’s Markets in Crypto-Assets (MiCA) regulation is actively applied across member states, establishing harmonised rules for licensing, consumer protection, and AML/CTF compliance. Gibraltar and Estonia have aligned more closely with MiCA and FATF standards. Switzerland maintains a distinct but robust regime under FINMA. Non-compliance could lead to penalties, higher operational costs or failure to obtain the license.

Economic Conditions: Global economic factors, including inflation, interest rates, and downturns, impact consumer behaviour and cryptocurrency adoption. Market volatility, particularly in cryptocurrencies, poses financial risks, especially in unstable economic periods.

Vendor Relationships and Third-Party Dependence: Our reliance on key third-party vendors, such as financial institutions and KYC/AML service providers, poses risks if there are disruptions or performance issues. We’ve formalized onboarding and review processes to manage vendors effectively and ensure continuity.

Cybersecurity: As a prime cybercrime target, any system breach could lead to client fund losses, data compromise, and reputational harm. To mitigate this, we’ve adopted strict cybersecurity measures that meet the internationally recognized security standards and conduct regular vulnerability assessments and audits.

Data Security and GDPR Compliance: Handling sensitive customer data across jurisdictions brings legal risks. GDPR compliance in the EU is essential, and non-compliance or breaches could result in fines and reputational damage.

Fraud and Financial Crime: Cross-border transactions and cryptocurrency related risks increase our exposure to fraud and financial crime. Despite robust anti-crime measures, potential misuse by criminal networks could lead to financial losses, harmed reputation, regulatory scrutiny or fines. We continued to strengthen our compliance framework and transaction monitoring by adding new vendor tools to enhance fraud and crime detection.

On behalf of the board

Christopher Mason
Director
29 August 2025
PAY PERFORM HOLDINGS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 3 -

The directors present their annual report and consolidated financial statements for the year ended 30 November 2024.

Results and dividends

The results for the year are set out on page 8.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Christopher Mason
Paulius Grigaitis
Luke Wingfield Digby
Richard Lindsay
(Appointed 1 May 2025 and resigned 18 August 2025)
Directors' insurance

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Auditor

The auditor, Royce Peeling Green Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

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:

 

 

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.

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.

PAY PERFORM HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 4 -
Other matters

In accordance with Companies Act 2006, s.414C(11) the group has chosen to set out in the 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 principal risks and uncertainties, financial instruments and future developments.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Christopher Mason
Director
29 August 2025
PAY PERFORM HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PAY PERFORM HOLDINGS LTD
- 5 -
Opinion

We have audited the financial statements of Pay Perform Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, 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 the financial statements:

 

The prior year results and balance sheet are unaudited and accordingly, we express no opinion thereon.

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 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.

Other information

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.

PAY PERFORM HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PAY PERFORM HOLDINGS LTD
- 6 -

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

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.

 

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.

We evaluated the directors' and management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates and significant one-off or unusual transactions.

 

Our audit procedures were designed to respond to those identified risks, including non-compliance with laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit procedures included but were not limited to:

 

PAY PERFORM HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PAY PERFORM HOLDINGS LTD
- 7 -

Our audit procedures in relation to fraud included but were not limited to:

 

 

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

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.

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Martin Chatten (Senior Statutory Auditor)
For and on behalf of Royce Peeling Green Limited, Statutory Auditor
Chartered Accountants
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
29 August 2025
PAY PERFORM HOLDINGS LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 8 -
2024
2023
as restated
Notes
£
£
Turnover
3
13,637,954
11,374,591
Cost of sales
(1,860,251)
(1,257,501)
Gross profit
11,777,703
10,117,090
Administrative expenses
(12,093,075)
(9,563,957)
Operating (loss)/profit
4
(315,372)
553,133
Interest receivable and similar income
9
143,734
-
0
Interest payable and similar expenses
11
-
0
(24,845)
Gain on disposal of investment
10
554,650
-
Profit before taxation
383,012
528,288
Tax on profit
12
37,339
(3,691)
Profit for the financial year
22
420,351
524,597
Profit for the financial year is attributable to:
- Owners of the parent company
418,603
524,597
- Non-controlling interests
1,748
-
420,351
524,597
Total comprehensive income for the year is attributable to:
- Owners of the parent company
418,603
524,597
- Non-controlling interests
1,748
-
0
420,351
524,597
PAY PERFORM HOLDINGS LTD
GROUP AND COMPANY BALANCE SHEETS
AS AT
30 NOVEMBER 2024
30 November 2024
30 November 2024
30 November 2024
- 9 -
Group
Company
2024
2023
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
13
60,109
54,865
-
0
-
0
Investments
14
-
0
-
0
4,869,386
103,185
60,109
54,865
4,869,386
103,185
Current assets
Stocks
16
16,281,899
14,425,850
-
-
Debtors
17
655,025
525,529
49,247
100
Cash at bank and in hand
58,875,349
36,123,645
-
0
-
0
75,812,273
51,075,024
49,247
100
Creditors: amounts falling due within one year
18
(69,779,571)
(45,446,132)
(266,138)
(100)
Net current assets/(liabilities)
6,032,702
5,628,892
(216,891)
-
Net assets
6,092,811
5,683,757
4,652,495
103,185
Capital and reserves
Called up share capital
21
110
100
110
100
Share premium account
22
4,507,875
103,085
4,507,875
103,085
Equity reserve
22
361,401
209,468
361,401
-
0
Other reserves
22
-
0
4,639,015
-
0
-
0
Profit and loss reserves
22
1,150,692
732,089
(216,891)
-
0
Equity attributable to owners of the parent company
6,020,078
5,683,757
4,652,495
103,185
Non-controlling interests
72,733
-
0
-
-
Total equity
6,092,811
5,683,757
4,652,495
103,185

As permitted by section 408 of the 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 £216,891 (2023 - £0 profit).

The financial statements were approved by the board of directors and authorised for issue on 29 August 2025 and are signed on its behalf by:
29 August 2025
Christopher Mason
Director
Company registration number 12822763 (England and Wales)
PAY PERFORM HOLDINGS LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 10 -
Share capital
Share premium account
Equity reserve
Shares to be issued
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
£
Balance at 1 December 2022 (Unaudited)
100
103,085
56,334
-
207,492
367,011
-
367,011
Year ended 30 November 2023:
Profit and total comprehensive income
-
-
-
-
524,597
524,597
-
524,597
Other movements
-
-
153,134
4,639,015
-
4,792,149
-
4,792,149
Restated balance at 30 November 2023
100
103,085
209,468
4,639,015
732,089
5,683,757
-
0
5,683,757
Year ended 30 November 2024:
Profit and total comprehensive income
-
-
-
-
418,603
418,603
1,748
420,351
Issue of share capital
21
10
4,404,790
-
-
-
4,404,800
-
4,404,800
Disposal of shares in subsidiary to non-controlling interest
-
-
-
-
-
-
70,985
70,985
Other movements
-
-
151,933
(4,639,015)
-
(4,487,082)
-
(4,487,082)
Balance at 30 November 2024
110
4,507,875
361,401
-
1,150,692
6,020,078
72,733
6,092,811
PAY PERFORM HOLDINGS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 11 -
Share capital
Share premium account
Equity reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 December 2022 (Unaudited)
100
103,085
-
0
-
0
103,185
Year ended 30 November 2023:
Profit and total comprehensive income for the year
-
-
-
-
-
0
Balance at 30 November 2023
100
103,085
-
0
-
0
103,185
Year ended 30 November 2024:
Profit and total comprehensive income
-
-
-
(216,891)
(216,891)
Issue of share capital
21
10
4,404,790
-
-
4,404,800
Other movements
-
-
361,401
-
361,401
Balance at 30 November 2024
110
4,507,875
361,401
(216,891)
4,652,495
PAY PERFORM HOLDINGS LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 12 -
2024
2023
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
22,326,826
23,079,450
Interest paid
-
0
(24,845)
Income taxes paid
(22,930)
(101,215)
Net cash inflow from operating activities
22,303,896
22,953,390
Investing activities
Purchase of tangible fixed assets
(76,746)
(70,010)
Interest received
133,134
-
0
Net cash generated from/(used in) investing activities
56,388
(70,010)
Financing activities
Repayment of borrowings
-
(210,000)
Proceeds from ASA Holders
391,420
4,639,015
Net cash generated from financing activities
391,420
4,429,015
Net increase in cash and cash equivalents
22,751,704
27,312,395
Cash and cash equivalents at beginning of year
36,123,645
8,811,250
Cash and cash equivalents at end of year
58,875,349
36,123,645
PAY PERFORM HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 13 -
1
Accounting policies
Company information

Pay Perform Holdings Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 2nd Floor, 37 Lombard Street, London, EC3V 9BQ.

 

The group consists of Pay Perform Holdings Ltd 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 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
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.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Pay Perform Holdings Ltd together with all entities controlled by the parent company.

 

All financial statements are made up to 30 November 2024. All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation.

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

Fees receivable are derived from fees and commissions charged on the principal activity of provision of IT solutions enabling global businesses to trade, transfer and store traditional and crypto currencies. These fees are charged and drawn down in real time when the transaction event occurs.

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:

Fixtures and fittings
25% Straight Line
Computers
1 Year Straight Line
PAY PERFORM HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 14 -

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 profit and loss account.

1.7
Fixed asset investments

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

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

1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible 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.

1.9
Stocks

The accounting policies for cryptocurrencies have been developed by analogy to the requirements and guidance in similar and related IFRSs to the extent that they provide a fair review of an entity's financial position, financial performance and cash flows and enable consumers to make informed decisions.

 

In 2024, the group accounted for virtual currencies held by the group as assets on the basis of the fair value of the virtual currency at the reporting date using the closing price on the https://coinmarketcap.com/ platform and the official US dollar exchange rate of the European Central Bank on the balance sheet date at fair value.

 

The group records cryptocurrencies in inventory at fair value as cryptocurrencies are typically used in the purchase and sale of commodities. Gains and losses arising from changes in value are included in other financial income and expenses in the statement of comprehensive income.

 

Virtual currencies payable to customers are accounted for in the same way as corporate-owned currencies. Liabilities to customers are included in the balance sheet under payables. These liabilities are revalued at each reporting date to the closing market price and the gain (loss) on revaluation is included in other financial income and expenses.

 

Client assets include both traditional currencies (EUR, USD, etc.) and cryptocurrencies.

1.10
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.

1.11
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 balance sheet 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.

PAY PERFORM HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Basic financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities 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.

1.12
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.

1.13
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 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

PAY PERFORM HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 16 -
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 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.

1.14
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.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.16
Share-based payments

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

 

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.

1.17
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.

1.18
Foreign exchange

Monetary 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 ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

PAY PERFORM HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.19

Liability limitation agreement

The group has entered into a liability limitation agreement with Royce Peeling Green Limited, the statutory auditor for the year ended 30 November 2024. The proportionate liability agreement follows the standard terms in Appendix B to the FRC's June 2008 Guidance on Auditor Liability Agreements, and has been approved by the shareholders.

2
Judgements and key sources of estimation uncertainty

In the application of the 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.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Payment processing
13,637,954
11,374,591
2024
2023
£
£
Turnover analysed by geographical market
Europe
7,387,956
5,303,514
Rest of the World
6,249,998
6,071,077
13,637,954
11,374,591
2024
2023
£
£
Other revenue
Interest income
143,734
-
4
Operating (loss)/profit
2024
2023
as restated
£
£
Operating (loss)/profit for the year is stated after charging/(crediting):
Exchange gains
(333,484)
(179,365)
Depreciation of owned tangible fixed assets
71,502
20,398
Share-based payments
151,933
154,018
Operating lease charges
332,035
302,876
PAY PERFORM HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 18 -
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
15,000
15,000
Audit of the financial statements of the company's subsidiaries
89,500
61,340
104,500
76,340

In addition to audit fees payable to the company's auditor, £49,500 was payable to subsidiary company auditors not associated with Royce Peeling Green Limited (2023: £34,000).

6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Compliance
7
5
-
-
Data & Finance
6
5
-
-
Executive
3
4
-
-
Partnerships & Operations
6
9
-
-
Product and Technology
17
21
-
-
People
2
3
-
-
Revenue Management
10
8
-
-
IT & Security
2
2
-
-
53
57
0
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
as restated
£
£
£
£
Wages and salaries
6,045,445
4,876,640
-
0
-
0
Social security costs
579,531
476,588
-
-
Pension costs
57,768
39,340
-
0
-
0
Share-based payment
151,933
153,134
6,834,677
5,545,702
-
0
-
0
PAY PERFORM HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 19 -
7
Retirement benefit schemes
2024
2023
£
£
Charge to profit or loss in respect of defined contribution schemes
57,768
39,340

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.

8
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
846,032
761,222
Company pension contributions to defined contribution schemes
2,201
1,577
848,233
762,799
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
348,572
343,508
9
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
143,734
-
0
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
143,734
-
PAY PERFORM HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 20 -
10
Other gains and losses
2024
2023
£
£
Gain on disposal of investment
554,650
-

On 29 January 2024, the company's share capital of 10,000 ordinary shares of £0.01 was sub-divided into 10,000,000 ordinary shares of £0.00001.

 

On 31 January 2024, it was proposed by the Directors that the group undergo a restructuring to facilitate future investment in Pay Perform Holdings Limited. Certain investors, referred to as the ASA Holders, had entered into advanced subscription agreements (ASAs) with Pay Perform Management Limited, the subsidiary undertaking valuing each ordinary share at £4.55. As part of this restructuring, ASA Holders provided funds amounting to £5,030,435, which were to convert into 1,106,696 ordinary shares in Pay Perform Management Limited by 31 January 2024. It was proposed that these shares be issued to Pay Perform Holdings Limited and that Pay Perform Holdings Limited would, in turn, grant warrants to the ASA Holders to subscribe for an equivalent number of shares. Additionally, individuals holding options over shares in Pay Perform Management Limited were to be given the opportunity to exchange these for equivalent options in Pay Perform Holdings Limited, under a new option scheme established by Pay Perform Holdings Limited.

 

Between 8 February 2024, and 8 March 2024, five out of six ASAs were successfully converted into shares of Pay Perform Holdings Limited. However, one investor preferred to convert into shares in Pay Perform Management Limited and this was done on 15 May 2024. The gain on disposal of investment represents the difference between the amount paid for these shares by the minority interest and the portion of net assets attributable to its shareholding on this date.

11
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Other interest on financial liabilities
-
21,944
Other finance costs:
Other interest
-
2,901
Total finance costs
-
0
24,845
12
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
-
0
23,407
Deferred tax
Origination and reversal of timing differences
(37,339)
(19,716)
Total tax (credit)/charge
(37,339)
3,691
PAY PERFORM HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
12
Taxation
(Continued)
- 21 -

The actual (credit)/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:

2024
2023
£
£
Profit before taxation
383,012
528,288
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.01%)
95,753
121,559
Tax effect of expenses that are not deductible in determining taxable profit
60,549
71,586
Tax effect of utilisation of tax losses not previously recognised
(69,754)
(112,499)
Unutilised tax losses carried forward
-
0
14,739
Effect of overseas tax rates
(123,887)
(94,317)
Other items
-
0
2,623
Taxation (credit)/charge
(37,339)
3,691

Profits generated in Estonia are only subject to tax on distributions. Due to capital maintenance requirement relevant to the subsidiary there is no prospect of distributions in the near future and hence no tax charge has been raised.

13
Tangible fixed assets
Group
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 December 2023
1,443
135,723
137,166
Additions
-
0
76,746
76,746
At 30 November 2024
1,443
212,469
213,912
Depreciation and impairment
At 1 December 2023
1,443
80,858
82,301
Depreciation charged in the year
-
0
71,502
71,502
At 30 November 2024
1,443
152,360
153,803
Carrying amount
At 30 November 2024
-
0
60,109
60,109
At 30 November 2023
-
0
54,865
54,865
The company had no tangible fixed assets at 30 November 2024 or 30 November 2023.
PAY PERFORM HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 22 -
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
4,869,386
103,185
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 December 2023
103,185
Additions
4,766,201
At 30 November 2024
4,869,386
Carrying amount
At 30 November 2024
4,869,386
At 30 November 2023
103,185
15
Subsidiaries

Details of the company's subsidiaries at 30 November 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Pay Perform Management Limited
England & Wales
Ordinary
98.76
-
Pay Perform Limited
England & Wales
Ordinary
0
98.76
Pay Perform OU
Estonia
Ordinary
0
98.76
Pay Perform Technologies Limited
Gibraltar
Ordinary
0
98.76
Pay Perform (Gibraltar) Limited
Gibraltar
Ordinary
0
98.76
Pay Perform Digital Limited
Gibraltar
Ordinary
0
98.76
Pay Perform India Private Limited
India
Ordinary
0
98.76
Pay Perform Isle of Man Limited
Isle of Man
Ordinary
0
98.76
Pay Perform LT UAB
Lithuania
Ordinary
0
98.76
Pay Perform Switzerland GmbH
Switzerland
Ordinary
0
98.76
PAY PERFORM HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 23 -
16
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Operational cryptocurrency
52,626
359,478
-
-
Client cryptocurrency
16,229,273
14,066,372
-
0
-
0
16,281,899
14,425,850
-
-

Various virtual currencies are reflected under inventories. Clients' virtual currencies are stored and accounted for separately.

17
Debtors
Group
Company
2024
2023
2024
2023
as restated
Amounts falling due within one year:
£
£
£
£
Amounts owed by group undertakings
-
-
12,000
-
Other debtors
175,667
173,961
100
100
Prepayments and accrued income
386,782
296,331
37,147
-
0
562,449
470,292
49,247
100
Amounts falling due after more than one year:
Deferred tax asset (note 19)
92,576
55,237
-
0
-
0
Total debtors
655,025
525,529
49,247
100
18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Trade creditors
68,430,152
43,949,681
24,000
-
0
Amounts owed to group undertakings
-
0
-
0
202,038
-
0
Corporation tax payable
477
23,407
-
0
-
0
Other taxation and social security
112,758
148,382
-
-
Other creditors
23,112
49,826
100
100
Accruals and deferred income
1,213,072
1,274,836
40,000
-
0
69,779,571
45,446,132
266,138
100
PAY PERFORM HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 24 -
19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Assets
Assets
2024
2023
as restated
Group
£
£
Revaluations
-
6,250
Share based payments
92,576
48,987
92,576
55,237
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 December 2023 - restated
(55,237)
-
Credit to profit or loss
(37,339)
-
Asset at 30 November 2024
(92,576)
-
20
Share-based payment transactions

The subsidiary undertaking, Pay Perform Management Limited operated an unapproved employee share option plan (ESOP) until June 2024 - see below.

 

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

 

In June 2024 the unapproved employee share option plan was transferred from Pay Perform Management Limited to the parent undertaking, Pay Perform Holdings Limited. Therefore no options are outstanding in Pay Perform Management Limited at 30 November 2024.

 

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

PAY PERFORM HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
20
Share-based payment transactions
(Continued)
- 25 -
Group
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 December 2023
538,759
426,177
0.01
0.01
Granted
184,353
199,162
0.01
0.01
Forfeited
(125,457)
(86,580)
0.01
0.01
Exercised
-
-
0.01
0.01
Outstanding at 30 November 2024
597,655
538,759
0.01
0.01
Exercisable at 30 November 2024
-
-
0.01
0.01

The options outstanding at 30 November 2024 had an average exercise price of £0.01 and an average remaining contractual life of 16 months.

Company
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 December 2023
-
-
-
-
Granted
111,710
-
0.01
-
Forfeited
(104,782)
-
0.01
-
Transferred
590,727
-
0.01
-
Outstanding at 30 November 2024
597,655
-
0.01
-
Exercisable at 30 November 2024
-
-
0.01
-
Liabilities at the period end

During the year, Pay Perform Holdings Limited recognised total share-based payment expenses of £59,175 (2023 - £Nil) which related to equity settled share based payment transactions.

PAY PERFORM HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 26 -
21
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of 0.1p each
-
3,500
-
35
Ordinary AA shares of 0.1p each
-
500
-
5
Ordinary B shares of 0.1p each
-
1,500
-
15
Ordinary BB shares of 0.1p each
-
500
-
5
Ordinary C shares of 0.1p each
-
1,500
-
15
Ordinary CC shares of 0.1p each
-
500
-
5
Ordinary D shares of 0.1p each
-
500
-
5
Ordinary DD shares of 0.1p each
-
500
-
5
Ordinary E shares of 0.1p each
-
250
-
2
Ordinary EE shares of 0.1p each
-
750
-
8
Ordinary shares of 0.0001p each
10,969,056
-
110
-
10,969,056
10,000
110
100

On 29 January 2024, the existing share capital of 10,000 ordinary shares of £0.01 was sub-divided and redesignated into 10,000,000 ordinary shares of £0.00001.

 

Between 8 February 2024, and 8 March 2024, the company issued 969,056 ordinary shares of £0.00001 each for consideration of £4,404,800.

22
Reserves
Shares to be issued

In 2023, the subsidiary undertaking, Pay Perform Management Limited, raised £4,639,015 in respect of Advanced Share Subscriptions for ordinary shares of 0.0001p each, to be allotted on a future date or upon the occurrence of certain specified events. A further sum of £391,420 was raised for similar instruments in 2024.

 

On 15 May 2024, of this sum, £625,635 was used to subscribe for 137,640 Ordinary shares of 0.0001p each in Pay Perform Management Limited.

 

The balance of this sum was used to subscribe for Ordinary shares of 0.0001p each in Pay Perform Holdings Limited between 8 February 2024, and 8 March 2024.

PAY PERFORM HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 27 -
23
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
2024
2023
2024
2023
£
£
£
£
Within one year
199,645
287,780
-
-
Between two and five years
279,460
409,240
-
-
In over five years
227,061
296,926
-
-
706,166
993,946
-
-
24
Related party transactions

The company has taken advantage of the exemption available in FRS 102 whereby it has not disclosed transactions between itself and/ or any wholly owned subsidiary undertaking.

25
Prior period adjustment

A prior period adjustment has been recognised in relation to share based payments in the consolidated financial statements for Pay Perform Holdings Limited as at 30 November 2023 and prior. The share based payments reserve as at 1 December 2022 was understated by £11,880, from £44,454 to £56,334. The charge for the period for the year ending 30 November 2023 was understated by £91,935, from £61,199 to £153,134, this has increased the closing share based payment reserve as at 30 November 2023 to £209,468.

 

The deferred tax implications of the above have also been recognised, increasing reserves as at 1 December 2022 by £10,703. For the financial year ending 30 November 2023 the effect was a credit to the statement of profit and loss of £38,283 and an increase to the brought forward deferred tax asset of £38,283, the closing balance of the deferred tax asset as at 30 November 2024 was £48,987.

 

PAY PERFORM HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 28 -
26
Cash generated from group operations
2024
2023
as restated
£
£
Profit for the year after tax
420,351
524,597
Adjustments for:
Taxation (credited)/charged
(37,339)
3,691
Finance costs
-
0
24,845
Investment income
(143,734)
-
0
Depreciation and impairment of tangible fixed assets
71,502
20,398
Other gains and losses
(554,650)
-
Equity settled share based payment expense
151,933
154,018
Movements in working capital:
Increase in stocks
(1,856,049)
(7,988,729)
Increase in debtors
(81,557)
(248,461)
Increase in creditors
24,356,369
30,589,091
Cash generated from operations
22,326,826
23,079,450
27
Analysis of changes in net funds - group
1 December 2023
Cash flows
30 November 2024
£
£
£
Cash at bank and in hand
36,123,645
22,751,704
58,875,349
2024-11-302023-12-01falsefalseCCH SoftwareCCH Accounts Production 2025.200Christopher MasonPaulius GrigaitisLuke Wingfield DigbyRichard 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