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Registration number: 12813709

Smartbox Holdings Limited

Annual Report and Financial Statements

for the Period from 14 August 2020 to 30 September 2021

 

Smartbox Holdings Limited

Contents

Company Information

1

Directors' Report

2

Statement of Directors' Responsibilities

3

Independent Auditor's Report

4 to 7

Profit and Loss Account

8

Statement of Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12 to 19

 

Smartbox Holdings Limited

Company Information

Directors

F R Sheikh

J Inott

C K Dickinson

D Hawes

H R Sheikh

Registered office

Ysobel House Enigma Commercial Centre
Sandys Road
Malvern
Worcestershire
WR14 1JJ

Auditors

Bourner Bullock
Chartered Accountants
114 St Martin's Lane
Covent Garden
London
WC2N 4BE

 

Smartbox Holdings Limited

Directors' Report for the Period from 14 August 2020 to 30 September 2021

The directors present their report and the financial statements for the period from 14 August 2020 to 30 September 2021.

Incorporation

The Company was incorporated on 14 August 2020.

Directors of the Company

The directors who held office during the period were as follows:

F R Sheikh (appointed 5 October 2020)

J Inott (appointed 5 October 2020)

C K Dickinson (appointed 14 August 2020)

D Hawes (appointed 5 October 2020)

H R Sheikh (appointed 5 October 2020)

Disclosure of information to the auditors

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 auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Approved by the Board on 14 September 2022 and signed on its behalf by:

.........................................
J Inott
Director

 

Smartbox Holdings 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 Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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 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.

The directors confirm that so far as they are aware, there is no relevant audit information (as defined by section 418(3) of the Companies Act 2006) of which the company’s auditors are unaware. They have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information

 

Smartbox Holdings Limited

Independent Auditor's Report to the Members of Smartbox Holdings Limited

Opinion

We have audited the financial statements of Smartbox Holdings Limited (the 'Company') for the period from 14 August 2020 to 30 September 2021, which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, 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 Company's affairs as at 30 September 2021 and of its profit for the period 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’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 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 company'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 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.

 

Smartbox Holdings Limited

Independent Auditor's Report to the Members of Smartbox Holdings Limited

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.

Opinion on other matter prescribed by the Companies Act 2006

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

the information given in the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

the Directors' Report has 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 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, or returns adequate for our audit have not been received from branches not visited by us; or

the 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 3], 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.

 

Smartbox Holdings Limited

Independent Auditor's Report to the Members of Smartbox Holdings Limited

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:

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions an enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

The following laws and regulations were identified as being of significance to the entity:

• Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting regulations, Company Law, Tax and Pensions legislation, and distributable profits legislation.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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.

 

Smartbox Holdings Limited

Independent Auditor's Report to the Members of Smartbox Holdings Limited

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.

......................................
David Wheeler (Senior Statutory Auditor)
For and on behalf of Bourner Bullock, Statutory Auditor

Chartered Accountants
114 St Martin's Lane
Covent Garden
London
WC2N 4BE

14 September 2022

 

Smartbox Holdings Limited

Profit and Loss Account for the Period from 14 August 2020 to 30 September 2021

Note

14 August 2020 to 30 September
2021
£

Turnover

-

Gross profit/(loss)

 

-

Administrative expenses

 

(479,387)

Operating loss

(479,387)

Other interest receivable and similar income

4

1,964,511

Interest payable and similar expenses

5

(866,773)

   

1,097,738

Profit before tax

 

618,351

Profit for the financial period

 

618,351

The above results were derived from continuing operations.

The company has no recognised gains or losses for the period other than the results above.

 

Smartbox Holdings Limited

Statement of Comprehensive Income for the Period from 14 August 2020 to 30 September 2021

14 August 2020 to 30 September
2021
£

Profit for the period

618,351

Total comprehensive income for the period

618,351

 

Smartbox Holdings Limited

(Registration number: 12813709)
Balance Sheet as at 30 September 2021

Note

2021
£

Fixed assets

 

Investments

10

11,982,511

Current assets

 

Debtors

11

139,334

Creditors: Amounts falling due within one year

12

(6,671,494)

Net current liabilities

 

(6,532,160)

Net assets

 

5,450,351

Capital and reserves

 

Called up share capital

800,000

Share premium reserve

4,032,000

Profit and loss account

618,351

Shareholders' funds

 

5,450,351

Approved and authorised by the Board on 14 September 2022 and signed on its behalf by:
 

.........................................

J Inott
Director

 

Smartbox Holdings Limited

Statement of Changes in Equity for the Period from 14 August 2020 to 30 September 2021

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

Profit for the period

-

-

618,351

618,351

Total comprehensive income

-

-

618,351

618,351

New share capital subscribed

800,000

-

-

800,000

Other share premium reserve movements

-

4,032,000

-

4,032,000

At 30 September 2021

800,000

4,032,000

618,351

5,450,351

 

Smartbox Holdings Limited

Notes to the Financial Statements for the Period from 14 August 2020 to 30 September 2021

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Ysobel House Enigma Commercial Centre
Sandys Road
Malvern
Worcestershire
WR14 1JJ
England

These financial statements were authorised for issue by the Board on 14 September 2022.

2

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 have been prepared in accordance with Financial Reporting Standard 102 - 'The Financial Reporting Standard applicable in the UK 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.

Summary of disclosure exemptions

As a qualifying entity, the individual company has taken advantage of the exemption, under Section 1.12 of FRS 102, not to prepare a Statement of Cash Flows; from the requirement to present financial instrument disclosures, as required by FRS 102 paragraphs 11.40 to 11.48A, 12.26 to 12.29A; and to disclose key management personnel compensation. It has also taken advantage of the exemption under Section 33.1A not to disclose related party transactions between the company and its parent company.

Name of parent of group

These financial statements are consolidated in the financial statements of Caretech Holdings Plc.

The financial statements of Caretech Holdings Plc may be obtained from 5th Floor Metropolitan House, 3 Darkes Lane, Potters Bar, Hertfordshire, United Kingdom, EN61AG.

 

Smartbox Holdings Limited

Notes to the Financial Statements for the Period from 14 August 2020 to 30 September 2021

Disclosure of long or short period

The company has changed its accounting year in order for the accounting year to be in line with the rest of the group. Consequently these financial statements are for the long period from 14 August 2020 (date of incorporation) to 30 September 2021.

Going concern

The financial statements have been prepared on a going concern basis.

Tax

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 company operates and generates taxable income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the Company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

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.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

 

Smartbox Holdings Limited

Notes to the Financial Statements for the Period from 14 August 2020 to 30 September 2021

Debtors

Trade debtors are amounts due from customers for 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 Company will not be able to collect all amounts due according to the original terms of the receivables.

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 Company 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.

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.

3

Judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. In the Directors' opinion there are no significant judgements or key sources of estimation uncertainty.

4

Other interest receivable and similar income

14 August 2020 to 30 September
2021
£

Dividend income

1,964,511

 

Smartbox Holdings Limited

Notes to the Financial Statements for the Period from 14 August 2020 to 30 September 2021

5

Interest payable and similar expenses

14 August 2020 to 30 September
2021
£

Interest expense on other finance liabilities

866,773

6

Staff costs

The average number of persons employed by the company (including directors) during the period, analysed by category was as follows:

2021
No.

Other departments

5

5

7

Auditors' remuneration

14 August 2020 to 30 September
2021
£

Audit of the financial statements

1,300

Other fees to auditors

All other non-audit services

1,200


 

 

Smartbox Holdings Limited

Notes to the Financial Statements for the Period from 14 August 2020 to 30 September 2021

8

Taxation

Tax charged/(credited) in the income statement

2021
£

Total current income tax

-

The tax on profit before tax for the period is the same as the standard rate of corporation tax in the UK of 19%.

The differences are reconciled below:

14 August 2020 to 30 September
2021
£

Profit before tax

618,351

Corporation tax at standard rate

117,487

Tax decrease from effect of dividends from UK companies

(373,257)

Total tax credit

(255,770)

9

Intangible assets

Cost or valuation

Carrying amount

At 30 September 2021

 

Smartbox Holdings Limited

Notes to the Financial Statements for the Period from 14 August 2020 to 30 September 2021

10

Investments

Subsidiaries

£

Cost or valuation

Additions

11,982,511

Carrying amount

At 30 September 2021

11,982,511

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

     

2021

Subsidiary undertakings

Smartbox Assistive Technology Limited

Ysobel House Enigma
Commercial Centre
Sandys Road
Malvern
Worcestershire
WR14 1JJ

United Kingdom

Ordinary shares

100%

Sensory Software International Ltd

Ysobel House Enigma
Commercial Centre
Sandys Road
Malvern
Worcestershire
WR14 1JJ

United Kingdom

Ordinary shares

100%

 

Smartbox Holdings Limited

Notes to the Financial Statements for the Period from 14 August 2020 to 30 September 2021

11

Debtors

2021
£

Other debtors

139,334

139,334

12

Creditors

2021
£

Due within one year

Amounts due to related parties

3,009,319

Other payables

3,550,000

Accruals

112,175

6,671,494

 

Smartbox Holdings Limited

Notes to the Financial Statements for the Period from 14 August 2020 to 30 September 2021

13

Share capital

Allotted, called up and fully paid shares

 

2021

 

No.

£

Ordinary A shares of £1 each

560,000

560,000

Ordinary B shares of £1 each

240,000

240,000

 

800,000

800,000

Rights, preferences and restrictions

Ordinary A shares and Ordinary B shares have the following rights, preferences and restrictions:
The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.

14

Parent and ultimate parent undertaking

The company's immediate parent is Caretech Holdings Plc, incorporated in England and Wales.

  These financial statements are available upon request from 5th Floor Metropolitan House, 3 Darkes Lane, Potters Bar, Hertfordshire, United Kingdom, EN61AG. This is the largest and smallest group for which consolidated financial statements are prepared.