Company registration number 12824752 (England and Wales)
PAY PERFORM MANAGEMENT LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
PAY PERFORM MANAGEMENT LIMITED
COMPANY INFORMATION
Directors
Paulius Grigaitis
Christopher Mason
Luke Wingfield Digby
Company number
12824752
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 MANAGEMENT LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Independent auditor's report
3 - 5
Profit and loss account
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 15
PAY PERFORM MANAGEMENT LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 1 -

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

Review of the business

The company remains able to fulfil its role as a holding company within the Pay Perform Group.

Principal risks and uncertainties

The directors acknowledge that the function of the company is to act as a holding company within the Pay Perform Group as a whole and seeks to support the group to minimise these risks through comprehensive risk management.

Development and performance

The company will continue to act as a holding company within the Pay Perform Group and the future developments are in line with that of the group.

Key performance indicators

Given the nature of the company's activities, there is no significant use of key performance indicators.

On behalf of the board

Christopher Mason
Director
29 August 2025
PAY PERFORM MANAGEMENT LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 2 -

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

Principal activities

The principal activity of the company continued to be that of a management holding company.

Directors

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

Paulius Grigaitis
Christopher Mason
Luke Wingfield Digby
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 company and of the profit or loss of the company 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement 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 company’s auditor 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 company’s auditor 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.

On behalf of the board
Christopher Mason
Director
29 August 2025
PAY PERFORM MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PAY PERFORM MANAGEMENT LIMITED
- 3 -
Opinion

We have audited the financial statements of Pay Perform Management Limited (the 'company') for the year ended 30 November 2024 which comprise the profit and loss account, the balance sheet, the statement of changes in equity 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:

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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The 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.

Opinions on other matters prescribed by the Companies Act 2006

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

PAY PERFORM MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PAY PERFORM MANAGEMENT LIMITED (CONTINUED)
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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 MANAGEMENT LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PAY PERFORM MANAGEMENT LIMITED (CONTINUED)
- 5 -

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 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.

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 MANAGEMENT LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 6 -
2024
2023
as restated
£
£
Administrative expenses
(10,681)
(164,848)
Interest receivable and similar income
80,135
-
0
Interest payable and similar expenses
-
0
(21,944)
Amounts written off investments
-
(85)
Profit/(loss) before taxation
69,454
(186,877)
Tax on profit/(loss)
-
0
-
0
Profit/(loss) for the financial year
69,454
(186,877)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

PAY PERFORM MANAGEMENT LIMITED
BALANCE SHEET
AS AT 30 NOVEMBER 2024
30 November 2024
- 7 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Investments
4
2,950,422
1,737,655
Current assets
Debtors
6
243,386
226,385
Cash at bank and in hand
1,749,890
2,740,252
1,993,276
2,966,637
Creditors: amounts falling due within one year
7
(12,000)
(24,000)
Net current assets
1,981,276
2,942,637
Net assets
4,931,698
4,680,292
Capital and reserves
Called up share capital
9
111
100
Share premium account
5,133,509
103,085
Equity reserve
8
-
0
209,468
Other reserves
10
-
0
4,639,015
Profit and loss reserves
(201,922)
(271,376)
Total equity
4,931,698
4,680,292
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 No. 12824752
PAY PERFORM MANAGEMENT LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 8 -
Share capital
Share premium account
Equity reserve
Shares to be issued
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Restated balance at 1 December 2022
100
103,085
56,334
-
(84,499)
75,020
Year ended 30 November 2023:
Loss and total comprehensive income
-
-
-
-
(186,877)
(186,877)
Other movements
-
-
153,134
4,639,015
-
4,792,149
Restated balance at 30 November 2023
100
103,085
209,468
4,639,015
(271,376)
4,680,292
Year ended 30 November 2024:
Profit and total comprehensive income
-
-
-
-
69,454
69,454
Issue of share capital
9
11
5,030,424
-
(4,639,015)
-
391,420
Other movements
-
-
(209,468)
-
-
(209,468)
Balance at 30 November 2024
111
5,133,509
-
0
-
(201,922)
4,931,698
PAY PERFORM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 9 -
1
Accounting policies
Company information

Pay Perform Management 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
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.

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 Management Limited is a subsidiary of Pay Perform Holdings Limited and the results of Pay Perform Management Limited are included in the consolidated financial statements of Pay Perfrom Holdings Limited which are available from Companies House.

1.2
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 company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.3
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.

1.4
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.

PAY PERFORM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 10 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

PAY PERFORM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
1
Accounting policies
(Continued)
- 11 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.5
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.

1.6
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.

 

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.

1.7
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.

1.8

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
3
4
PAY PERFORM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 12 -
4
Fixed asset investments
2024
2023
as restated
£
£
Shares in group undertakings
2,950,422
1,737,655
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 December 2023
1,737,655
Additions
1,212,767
At 30 November 2024
2,950,422
Carrying amount
At 30 November 2024
2,950,422
At 30 November 2023
1,737,655
5
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 Limited
England & Wales
Ordinary
100.00
-
Pay Perform OU
Estonia
Ordinary
100.00
-
Pay Perform Technologies Limited
Gibraltar
Ordinary
100.00
-
Pay Perform (Gibraltar) Limited
Gibraltar
Ordinary
100.00
-
Pay Perform Digital Limited
Gibraltar
Ordinary
100.00
-
Pay Perform India Private Limited
India
Ordinary
0
100.00
Pay Perform LT UAB
Lithuania
Ordinary
100.00
-
Pay Perform Isle of Man Limited
Isle of Man
Ordinary
100.00
-
Pay Perform Switzerland GmbH
Switzerland
Ordinary
100.00
-
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
234,692
226,285
Other debtors
8,694
100
243,386
226,385
PAY PERFORM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 13 -
7
Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to group undertakings
12,000
-
0
Accruals and deferred income
-
0
24,000
12,000
24,000
8
Share-based payment transactions

The company 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 the company at a nominal value of £0.00001.

 

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

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
72,643
199,162
0.01
0.01
Forfeited
(20,675)
0
(86,580)
0
0.01
0.01
Transferred
(590,727)
0
-
0
0.01
0.01
Outstanding at 30 November 2024
-
0
711,919
-
0
0.01
Exercisable at 30 November 2024
-
0
-
0
-
0
0.01

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

PAY PERFORM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 14 -
9
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of 0.0001p each
10,000,000
10,000,000
100
100
Ordinary shares of 0.0001p each
1,106,696
0
11
-
0
11,106,696
10,000,000
111
100

On 31 January 2024, it was proposed by the Directors that the company and Pay Perform Holdings Limited 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 the company. 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 the company 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 the company 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.

 

Pay Perform Holdings Limited also subscribed for a further 969,056 ordinary shares in the company as part of the group reorganisation.

10
Shares to be issued
2024
2023
£
£
Shares to be issued
-
4,639,015

In 2023, the Company raised £4,639,015 in respect of Advanced Share Subscriptions for ordinary shares of 0.001p 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 the company and the balance was subsequently used to subscribe for Ordinary shares of 0.001p each in the parent undertaking Pay Perform Holdings Limited.

11
Related party transactions

The company has taken advantage of the exemption available in FRS 102 whereby it has not disclosed

transactions with any of its wholly owned subsidiary undertakings.

12
Parent company

The controlling party is Pay Perform Holdings Limited due to its 98.76% shareholding in Pay Perform Management Limited.

PAY PERFORM MANAGEMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 NOVEMBER 2024
- 15 -
13
Prior period adjustment

A prior period adjustment has been recognised in relation to share based payments. Previously the share based payment charge had been recognised within the statement of profit and loss due to the share option scheme being held within Pay Perform Management Limited. However due to the relevant employees being employed by other group entities the expense should have been recognised in each option holder's respective employing entity. The investment in the subsidiary should then have been increased by this amount in Pay Perform Management Limited. The impact of this as at 1 December 2022 was that the equity reserve was understated by £11,880, the balance has now been adjusted to £56,334, correspondent to this the retained earnings being understated by £44,454. The opening investment in subsidiaries as at 1 December 2022 was understated by £56,334.

 

The charge for the year as at 30 November 2023 was overstated by £61,199, this has been adjusted down to £nil. The equity reserve was understated £103,815, therefore the balance has been adjusted to £209,468. The investment in subsidiaries movement for 2023 was understated by £153,134, cumulatively bringing the share based payment scheme's impact to £209,468 for the investment in subsidiaries as at 30 November 2023

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