Registration number:
Maistro Limited
for the Year Ended 31 December 2024
Maistro Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
Maistro Limited
Company Information
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Directors |
Mr D J Rumble Mr S Brooks Mr R A Rae |
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Company secretary |
Mr R Croft |
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Registered office |
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Auditors |
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Maistro Limited
Strategic Report for the Year Ended 31 December 2024
The board of directors are pleased to present their strategic report for the year ended 31 December 2024. During this period, the group has maintained its focus on delivering high-quality sourcing and supplier managed services using our platform-based AI-enabled digital procurement services.
Principal activity
The principal activity of the group is that of a holding company.
Business review
Over the past year, the group has achieved stability in its core trading activities following a realignment of key revenue sources initiated in the previous year. This has been supported by strengthened relationships with significant clients, which we believe will underpin future growth opportunities.
Our strategy to leverage our core platform capabilities in combination with our specialist managed services is more closely aligned with market requirements. Our continued focus on category management in GBS (Global Business Services) procurement through data, technology and artificial intelligence to overcome client sourcing challenges, continues to provide the business with a highly differentiated proposition.
This year we complemented our GBS offering by expanding platform-led managed services and diversifying revenues through enhanced buy-build-operate capabilities in Technology Services. Across our portfolio we will continue to focus on speed to value, repeatability, and measurable outcomes for clients.
Performance focus
The group focuses on both pre and post award procurement and sourcing, combining technology with category expertise to deliver value across the contract lifecycle. Our managed services blend human expertise with platform capabilities in automation, analytics, and AI to challenge traditional outsourcing models. Our continued investment in automated workflows, AI integration, and enhanced analytics provides clients with stronger spend management, service delivery controls, and clearer visibility of performance across complex supply chains and ecosystems.
Alongside our financial performance we consider the following key strategic measures:
- New client wins/expansions – % uplift, yoy
- Multi-year managed services contracts – % uplift, yoy
- Pipeline cover improvement – % uplift, yoy
- Average sales cycle reduction – % improvement, yoy
- Revenue per employee - % uplift, yoy
Maistro Limited
Strategic Report for the Year Ended 31 December 2024
Strategic outlook
Looking ahead, we will build on the progress of 2024 by scaling our managed services activities in core categories and adjacent technology services as clients continue to seek support for smarter sourcing solutions to address ever more complex requirements.
In parallel we will continue to invest in data integrity, platform resilience, and embedding responsible AI focused on accuracy and relevance. The increased usage of our platform that we have seen through 2024 and expect to grow in 2025 enriches our dataset, improving supplier selection and post-award performance which positions us strongly as buyers seek faster time-to-value, cost certainty, and post-award outcomes.
We will continue to differentiate with whole-of-market supplier reach in our chosen categories, delivering value and certainty to clients, mitigating risks around sourcing cycles, and ensuring cost discipline.
Closing
Thank you to our clients, partners, and colleagues for a year of disciplined execution and meaningful progress. We enter 2025 with a stronger model, a clearer proposition, and a focused plan to grow sustainably.
Approved and authorised by the
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Maistro Limited
Directors' Report for the Year Ended 31 December 2024
The directors present their report and the for the year ended 31 December 2024.
Directors of the group
The directors who held office during the year were as follows:
Information included in the Strategic Report
Disclosures required in the Directors' report under Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports Regulations) 2008 are set out in the Strategic report in accordance with section 414C (11) of the Companies Act 2006.
Going concern
The Group’s financial statements have been prepared on a going concern basis, which assumes that the Group will be able to realise its assets and discharge its liabilities in the normal course of business.
As more fully described in the Executive Chairman’s Business Review on page 2, during 2024, the Directors continued their Business Strategy of building the Group’s capabilities and changing its base operating model to create a sustainable business financially, thereby laying the foundations for a return to profitability in 2025, and continue to grow and expand its technology platform.
To fund the strategy, the Group raised further funds during 2024 of £0.45m, through a secured debt instrument.
Importantly, in the first six months of 2025, the Group has become cash generative.
Furthermore, the Directors have prepared financial forecasts for the 18 months to 31 December 2026, which show that the Group continues to be cash generative.
As a result the Directors are confident that the Group and Company have adequate resources to continue to operate for at least twelve months from the date of approval of these financial statements.
The Directors have therefore continued to adopt the going concern basis in preparing the Directors’ Report and Financial Statements.
Maistro Limited
Directors' Report for the Year Ended 31 December 2024
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved and authorised by the
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Maistro Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities 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 the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Maistro Limited
Independent Auditor's Report to the Members of Maistro Limited
Opinion
We have audited the financial statements of Maistro Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of 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:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for 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 responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 director's 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Maistro Limited
Independent Auditor's Report to the Members of Maistro Limited
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our 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 where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 6], 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 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.
Maistro Limited
Independent Auditor's Report to the Members of Maistro Limited
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
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We obtained an understanding of the legal and regulatory frameworks that are applicable to this company, the group and its sector and determined that the most significant are those relating to the reporting framework and the relevant UK tax legislation. |
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We understood how the company and group is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures. |
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As an audit engagement team, we assessed the susceptibility of the company and group's financial statements to material misstatement including how fraud might occur and considered the opportunities and incentives that may exist within the company for fraud. We considered the controls that the company and group has established to address the risks identified to prevent, deter and detect fraud; and how the management and directors monitor those controls. |
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Based on our understanding we designed our audit procedures to identify non-compliance with laws and regulations. Those procedures involved: - enquiries of management and those charged with governance; - journal entry testing; - assessing whether judgements in making accounting estimates are indicative of a potential bias; and – evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
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Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk or other risk of material misstatement. These procedures included revenue recognition and testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud or error. |
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We remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
A further description of our responsibilities is available on the Financial Reporting Council’s website at: 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.
For and on behalf of
Rowan House North
1 The Professional Quarter
Shrewsbury Business Park
Shropshire
SY2 6LG
Maistro Limited
Consolidated Profit and Loss Account for the Year Ended 31 December 2024
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Note |
2024 |
2023 |
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|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Operating loss |
( |
( |
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
1,932 |
(19,939) |
||
|
Loss before tax |
( |
( |
|
|
Tax on loss |
|
|
|
|
Loss for the financial year |
( |
( |
|
|
Profit/(loss) attributable to: |
|||
|
Owners of the company |
( |
( |
The group has no recognised gains or losses for the year other than the results above.
Maistro Limited
(Registration number: 08188404)
Consolidated Balance Sheet as at 31 December 2024
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Note |
2024 |
2023 |
|
|
Fixed assets |
|||
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Intangible assets |
|
|
|
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
- |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
5,314,447 |
5,255,373 |
|
|
Share premium reserve |
33,957,706 |
33,739,336 |
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|
Other reserves |
1,061,789 |
1,061,789 |
|
|
Retained earnings |
(37,834,741) |
(36,357,642) |
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|
Equity attributable to owners of the company |
2,499,201 |
3,698,856 |
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|
Shareholders' funds |
2,499,201 |
3,698,856 |
Approved and authorised by the
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Maistro Limited
(Registration number: 08188404)
Balance Sheet as at 31 December 2024
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Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Investments |
|
|
|
|
Current assets |
|||
|
Debtors |
|
- |
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
- |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
5,314,447 |
5,255,373 |
|
|
Share premium reserve |
33,953,292 |
33,734,922 |
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|
Other reserves |
(196,772) |
(196,772) |
|
|
Retained earnings |
(33,185,214) |
(33,177,398) |
|
|
Shareholders' funds |
5,885,753 |
5,616,125 |
The company made a loss after tax for the financial year of £7,816 (2023 - loss of £799,843).
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
Approved and authorised by the
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Maistro Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company
|
Share capital |
Share premium |
Merger reserve |
Retained earnings |
Total |
Total equity |
|
|
At 1 January 2024 |
|
|
|
( |
|
|
|
Loss for the year |
- |
- |
- |
( |
( |
( |
|
New share capital subscribed |
|
|
- |
- |
|
|
|
At 31 December 2024 |
|
|
|
( |
|
|
|
Share capital |
Share premium |
Merger reserve |
Retained earnings |
Total |
Total equity |
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|
At 1 January 2023 |
|
|
|
( |
|
|
|
Loss for the year |
- |
- |
- |
( |
( |
( |
|
New share capital subscribed |
|
|
- |
- |
|
|
|
Other movements on reserves |
- |
- |
- |
1,494 |
1,494 |
1,494 |
|
At 31 December 2023 |
5,255,373 |
33,739,336 |
1,061,789 |
(36,357,642) |
3,698,856 |
3,698,856 |
Maistro Limited
Statement of Changes in Equity for the Year Ended 31 December 2024
|
Share capital |
Share premium |
Merger reserve |
Retained earnings |
Total |
|
|
At 1 January 2024 |
|
|
( |
( |
|
|
Loss for the year |
- |
- |
- |
( |
( |
|
New share capital subscribed |
|
|
- |
- |
|
|
At 31 December 2024 |
|
|
( |
( |
|
|
Share capital |
Share premium |
Merger reserve |
Retained earnings |
Total |
|
|
At 1 January 2023 |
|
|
( |
( |
|
|
Loss for the year |
- |
- |
- |
( |
( |
|
New share capital subscribed |
|
|
- |
- |
|
|
At 31 December 2023 |
5,255,373 |
33,734,922 |
(196,772) |
(33,177,398) |
5,616,125 |
Maistro Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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General information |
The company is a private company limited by share capital, incorporated in England & Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The functional currency of the Group is GBP with the exception of Maistro Inc, which has the functional currency of USD.
Summary of disclosure exemptions
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements..
Maistro Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Maistro Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Going concern
The Group’s financial statements have been prepared on a going concern basis, which assumes that the Group will be able to realise its assets and discharge its liabilities in the normal course of business.
As more fully described in the Executive Chairman’s Business Review on page 2, during 2024, the Directors continued their Business Strategy of building the Group’s capabilities and changing its base operating model to create a sustainable business financially, thereby laying the foundations for a return to profitability in 2025, and continue to grow and expand its technology platform.
To fund the strategy, the Group raised further funds during 2024 of £0.45m, through a secured debt instrument.
Importantly, in the first six months of 2025, the Group has become cash generative.
Furthermore, the Directors have prepared financial forecasts for the 18 months to 31 December 2026, which show that the Group continues to be cash generative.
As a result the Directors are confident that the Group and Company have adequate resources to continue to operate for at least twelve months from the date of approval of these financial statements.
The Directors have therefore continued to adopt the going concern basis in preparing the Directors’ Report and Financial Statements.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:
- The amount of revenue can be reliably measured;
- it is probable that future economic benefits will flow to the entity;
- the stage of completion of the contract at the end of the reporting period can be measured reliably; and
- the costs incurred and the costs to complete the contract can be measured reliably.
Maistro Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Tax
The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
R&D credits are recognised within the tax charge/credit in the Financial Statements when amounts due can be reliably estimated and there is sufficient certainty of receipt.
Maistro Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will
generate future economic benefits and hence all expenditure on research shall be recognised as an
expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives of 4 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Fixtures and fittings |
33% per annum, straight line |
|
Office equipment |
33% per annum, straight line |
|
Computer equipment |
33% per annum, straight line |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Maistro Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Intangible assets
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives of 4 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
over 10 years, straight line basis |
|
Intangibles other than goodwill |
over 4 years, straight line basis |
Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identificable cash flows (CGU's). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether that is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Maistro Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Provisions
Provisions are recognised when the group has an obligation at the reporting date as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
Maistro Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Share based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
Maistro Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Judgements and key sources of estimation uncertainty |
In preparing the Financial Statements, the Directors make certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including the expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities of the group in the financial year are detailed below:
- Revenue recognition
- Intangible assets and impairment provisions
- Carrying value of investments
- Recoverability of intercompany balances
|
Operating loss |
Arrived at after charging/(crediting)
|
2024 |
2023 |
|
|
Depreciation expense |
- |
|
|
Amortisation expense |
|
|
|
Foreign exchange losses |
|
|
|
Staff costs |
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Administration and support |
|
|
|
|
|
|
Auditors' remuneration |
|
2024 |
2023 |
|
|
Audit of these financial statements |
18,860 |
22,255 |
|
Other fees to auditors |
||
|
All other assurance services |
- |
|
Maistro Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Intangible assets |
Group
|
Goodwill |
Development expenditure |
Computer software |
Total |
|
|
Cost or valuation |
||||
|
At 1 January 2024 |
|
|
|
|
|
Additions internally developed |
- |
|
- |
|
|
At 31 December 2024 |
|
|
|
|
|
Amortisation |
||||
|
At 1 January 2024 |
|
|
|
|
|
Amortisation charge |
|
|
- |
|
|
At 31 December 2024 |
|
|
|
|
|
Carrying amount |
||||
|
At 31 December 2024 |
|
|
- |
|
|
At 31 December 2023 |
|
|
- |
|
Maistro Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Investments |
Company
|
2024 |
2023 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 January 2024 |
|
|
At 31 December 2024 |
|
|
Provision |
|
|
At 1 January 2024 |
|
|
At 31 December 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
Rowan House North
|
|
|
|
|
|
12021 Orange St
USA |
|
|
|
|
|
Rowan House North
|
|
|
|
Maistro Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
|
25 Rue Ketty Thull
Luxembourg |
|
|
|
The shareholdings in Maistro Inc and The Knowledge Group Services (Europe) S.a.rl. are held indirectly.
|
Debtors |
|
Group |
Company |
||||
|
Current |
Note |
2024 |
2023 |
2024 |
2023 |
|
Trade debtors |
|
|
- |
- |
|
|
Amounts owed by related parties |
- |
- |
|
- |
|
|
Other debtors |
- |
|
|
- |
|
|
Prepayments |
|
|
- |
- |
|
|
|
|
|
- |
||
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Cash at bank |
|
|
|
|
Maistro Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Creditors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Trade creditors |
|
|
- |
- |
|
|
Amounts due to related parties |
- |
- |
|
|
|
|
Social security and other taxes |
|
|
|
- |
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Other payables |
|
|
- |
- |
|
|
Accruals |
|
|
- |
|
|
|
Income tax liability |
392 |
4,227 |
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
- |
|
|
|
Provisions for liabilities |
Group
|
Other provisions |
Total |
|
|
At 1 January 2024 |
|
|
|
Increase (decrease) in existing provisions |
( |
( |
|
At 31 December 2024 |
- |
- |
|
|
||
Maistro Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
1,307,400 |
|
1,248,326 |
|
|
|
4,007,047 |
|
4,007,047 |
|
|
|
|
|
|
During the year Maistro Limited undertook a share consolidation exercise to convert its existing £1 Ordinary shares into £300 Ordinary shares.
|
Reserves |
Company
Share premium account
The share premium account represents the amount of capital contributed in excess of the nominal value of each Ordinary share.
Merger reserve
The merger reserve represents the amount subscribed for share capital in excess of nominal value when shares issued in exchange for at least a 90% interest in the shares of another company.
Profit and loss acount
The profit and loss accounts represents all other net gains and losses and transactions with its owners (eg dividends) not recognised elsewhere.
Conversion of debt to equity
During the year one of the external loans was converted into share capital.
Maistro Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Share-based payments |
The company has an approved EMI scheme in place to issue share options to employees of the subsidiary company, Maistro UK Limited. During the year, no options over the shares of the company were issued. During the year 200,654 options lapsed or were surrendered.
During the year, the company undertook a share consolidation to convert its existing £1 Ordinary shares into £300 Ordinary shares. Following the consolidation and at the year end, 362 share options were in existence. The options vest provided the employees remain in the service of Maistro UK Limited for a period of between 2 and 4 years from the grant date but only on condition of an exit event arising.
No charge has been recognised in respect of these options (2023 - £nil) as vesting is contingent on a sale.
|
Loans and borrowings |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Bank borrowings |
|
|
- |
- |
|
Other borrowings |
- |
|
- |
|
|
|
|
- |
|
|
Current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Bank borrowings |
|
|
- |
- |
|
Other borrowings |
|
|
|
|
|
|
|
|
|
|
Bank borrowings are unsecured and attract interest of 2.5% per annum. The redemption date is 7 March 2027.
Loans totalling £450,015 are interest free and were due for redemption on the anniversary date of the date of issue. These loan agreements have been varied to be repayable by 31 December 2025. They are secured by a debenture over the assets of the Group.
Maistro Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Related party transactions |
Group
The company is exempt under FRS102 33.1A from the requirement to disclose transactions with group companies that are wholly owned.
During the year the Group made purchases of £139,645 (2023 - £92,946) from companies of which the director holds significant influence. At 31 December 2024 a balance of £14,594 (2023 - £9,702) was included in trade creditors in respect of purchases made and a balance of £225,000 was included in loans due within one year.
During the year the Group received loans of £225,015 from a significant shareholder. During the year £259,985 of loans was converted into share capital. At 31 December 2024 the balance of £225,015 was included in loans due within one year.