Company registration number 10789721 (England and Wales)
PAY PERFORM LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
PAGES FOR FILING WITH REGISTRAR
PAY PERFORM LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
PAY PERFORM LIMITED
BALANCE SHEET
AS AT 30 NOVEMBER 2024
30 November 2024
- 1 -
2024
2023
as restated
Notes
£
£
£
£
Current assets
Debtors
5
4,133,917
3,120,397
Cash at bank and in hand
52,068,474
32,934,520
56,202,391
36,054,917
Creditors: amounts falling due within one year
6
(53,843,372)
(34,267,346)
Net current assets
2,359,019
1,787,571
Capital and reserves
Called up share capital
10
600,000
100,000
Equity reserve
289,901
186,160
Profit and loss reserves
1,469,118
1,501,411
Total equity
2,359,019
1,787,571

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

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:
Christopher Mason
Director
Company registration number 10789721 (England and Wales)
PAY PERFORM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 2 -
1
Accounting policies
Company information

Pay Perform Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, 37 Lombard Street, London, EC3V 9BQ.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Pay Perform Limited is a wholly owned subsidiary of Pay Perform Management Limited and the results of Pay Perform Limited are included in the consolidated financial statements of Pay Perform Holdings Limited, the ultimate parent undertaking, which are available from the Registered office.

1.2
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.

1.3
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost 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

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.4
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.

PAY PERFORM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 3 -
1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, 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.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

PAY PERFORM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 4 -
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. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.8
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense. 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.

1.9
Retirement benefits

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

1.10
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.

1.11
Leases
As lessee

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.

1.12
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 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 5 -
1.13

Liability limitation agreement

The company 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 company’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 periods.

3
Employees

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

2024
2023
Number
Number
Total
34
24
4
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 December 2023 and 30 November 2024
1,443
64,929
66,372
Depreciation and impairment
At 1 December 2023 and 30 November 2024
1,443
64,929
66,372
Carrying amount
At 30 November 2024
-
0
-
0
-
0
At 30 November 2023
-
0
-
0
-
0
PAY PERFORM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 6 -
5
Debtors
Restated
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
3,887,021
2,924,435
Other debtors
129,156
60,556
Prepayments and accrued income
48,592
85,943
4,064,769
3,070,934
2024
2023
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 8)
69,148
49,463
Total debtors
4,133,917
3,120,397
6
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
49,824,912
29,128,772
Amounts owed to group undertakings
3,245,643
4,223,123
Corporation tax
477
23,407
Other taxation and social security
107,407
98,892
Other creditors
8,340
5,988
Accruals and deferred income
656,593
787,164
53,843,372
34,267,346
7
Provisions for liabilities
2024
2023
£
£
Deferred tax assets/ (liabilities)
8
6,250
24,818
PAY PERFORM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 7 -
8
Deferred taxation

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

Restated
Assets
Assets
2024
2023
Balances:
£
£
Other short term timing differences
-
6,250
Share based payments
69,148
43,213
69,148
49,463
2024
Movements in the year:
£
Asset at 1 December 2023
(49,463)
Credit to profit or loss
(19,685)
Asset at 30 November 2024
(69,148)
9
Share-based payment transactions

The parent undertaking, Pay Perform Management Limited operated an unapproved employee share option plan (ESOP until June 2024- see below. Many of the option holders are employed by Pay Perform Limited.

 

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 the parent undertaking, Pay Perform Holdings Limited.

 

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

PAY PERFORM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
9
Share-based payment transactions
(Continued)
- 8 -
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 December 2023
459,088
395,840
0.01
0.01
Granted
461,171
143,078
0.01
0.01
Forfeited
(584,463)
0
(79,830)
0
0.01
0.01
Exercised
-
0
-
0
0.01
0.01
Outstanding at 30 November 2024
335,796
618,748
0.01
0.01
Exercisable at 30 November 2024
-
0
-
0
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 11 months.

Liabilities and expenses

During the year, the company recognised total share-based payment expenses of £103,741 (2023 - £130,710) which related to equity settled share based payment transactions.

10
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
600,000
100,000
600,000
100,000

During the year the parent company subscribed for a further 500,000 £1 ordinary shares at par.

11
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

PAY PERFORM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
11
Audit report information
(Continued)
- 9 -
Senior Statutory Auditor:
Martin Chatten
Statutory Auditor:
Royce Peeling Green Limited
Date of audit report:
29 August 2025
12
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2024
2023
£
£
Total commitments
129,780
348,480
13
Related party transactions

The company has taken advantage of the exemption to FRS 102 whereby transactions between wholly owned group companies are not disclosed.

 

 

14
Parent company

The controlling party is Pay Perform Management Limited due to its 100% shareholding in Pay Perform Limited. The ultimate holding company is Pay Perform Holdings Limited due to its majority shareholding in Pay Perform Management Limited.

15
Prior period adjustment

A restatement to the prior period has been made to account for share options that have been issued since 2019 but had only been recognised in the parent company financial statements.

 

The effect of this adjustment is that retained profits as at 1 December 2022 have been have decreased by £55,450 to £1,518,993 and equity reserve has increased by £55,450 to £55,450. For the financial year ending 30 November 2023 the effect was a charge to the statement of profit and loss of £130,710 and an increase to equity reserves of £130,710 to £186,160.

 

The deferred tax implications of the above have also been recognised, increasing reserves as at 1 December 2022 by £10,535 and increasing the deferred tax asset by £10,535. For the financial year ending 30 November 2023 the effect was a credit to the statement of profit and loss of £32,678 and an increase to the brought forward deferred tax asset of £32,678.

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