The directors present their strategic report for the period ended 30 September 2023. Financial statements are prepared according to Plexus fiscal dates, which follow a 4-4-5 Week accounting cycle.
Given the nature of the company as an intermediary holding company with no trade, the directors do not believe it is exposed to any significant risks and uncertainties except in relation to those issues that affect the value of its investments in its subsidiaries. These risks are managed by the individual subsidiaries via regular Governance reviews with the ultimate parent.
Regarding the investment in Plexus Services RO S.R.L, the fiscal 2024 forecast demonstrates strong sales growth when compared to fiscal 2023. We forecast accelerating revenue growth as fiscal 2024 progresses, leveraging strong demand in our Industrial market sectors whilst driving new program ramp momentum.
Given the straightforward nature of the business, the company’s directors are of the opinion that analysis using KPIs is not necessary for an understanding of the development, performance or position of the business.
The Directors of Plexus Corp. Services (UK) Limited must act in accordance with the rules listed within the UK Companies Act
2006 and are required to promote the success of the company for the benefit of all stakeholders. These duties are
carried out in a number of ways as summarized below.
Regular Governance reviews are in place with the Plexus Leadership Team considering Strategy, Annual Operating
Plan and the Company’s financial results. These reviews take into account all stakeholders of the organization to
ensure optimal positioning for the future.
Our Environmental, Social and Corporate Governance (ESG) program contains five pillars that reinforce our
commitment to creating a better world. We recognise that we must be a responsible employer, community partner,
global citizen and industry steward and that we are accountable to our stakeholders in the way we govern our
company.
We have built our company on a promise to be the best, most reliable partner within our industry. We bring our
values to the table in every customer relationship. We’re committed to working with the highest integrity. We value
strong customer relationships, teamwork and open communication. Our team finds inspiration in solving the
toughest product challenges and we nurture a culture that drives above-and-beyond excellence in everything we do.
We are committed to upholding high standards of ethics, integrity and corporate social responsibility in our business
operations.
Plexus’ values and leadership behaviors support our culture of accountability by defining how we will conduct
ourselves in driving fairness, honesty and ethical business practices. Plexus regularly dedicates time and resources
to assess compliance and social risks associated with each individual role and continues to educate team members
at all levels of the organization on the importance of avoiding unfair business practices and critical regulatory, social
and ethics topics, tracking progress via the company’s Learning Management System.
As a global organization, we understand the far-reaching impact we have on our planet and its inhabitants and are
committed to making a positive impact in the world. We leverage a globally recognized environmental management
system to guide and monitor progress, a framework that helps to identify areas of risk and cost exposure, set site specific targets to mitigate those risks and verify our processes to validate their legal compliance. Regular reviews
of our sustainability program allow for timely adjustments to our overall sustainability strategy.
Further information can be found at www.Plexus.com.
On behalf of the board
The directors present their annual report and financial statements for the period ended 30 September 2023.
The financial statements contain information about Plexus Corp. Services (UK) Limited as an individual company and do not contain consolidated financial information of Plexus Corp. Services (UK) Limited as the parent of a group.
The results for the period are as shown on the Profit and Loss account on page 10 and as noted in the Strategic Report. The profit for the financial year was $2,411,000 (2022: $648,000 ).
The directors do not recommend that a dividend is paid for this financial year (2022: $nil).
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Qualifying third-party and pension scheme indemnity provisions
No qualifying third-party and pension scheme indemnity provisions have been in place for any of the directors of the company or of an associated company at any time during the financial year or at the date of approval of the directors’ report.
Future developments are included in the Strategic Report.
RSM UK Audit LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Political donations and political expenditure
There have been no political donations or political expenditure during the period.
Financial risk management
The company’s financial risk management is governed by the Plexus Corp. group and seeks to minimise the exposure to credit risk, liquidity risk and cash flow risk.
For banking credit risk purposes, all financial institutions credit ratings are reviewed prior to depositing funds. Risk is typically mitigated by utilising more than one institution for cash deposits.
Liquidity and cash flow risk are managed by ensuring that sufficient cash is available to fund continuing and
future operations.
Energy and carbon reporting
As a holding company, the company has not consumed more than 40,000 kWH of energy in this reporting period, and qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
As explained more fully in the directors’ responsibilities statement set out on page 5, 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.
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 are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:
obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;
inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;
discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.
As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, and the Companies Act 2006. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures in line with the standards.
The audit engagement team identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://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.
The principal activity of the company during the period was a management holding company
Plexus Corp. Services (UK) Limited is a private company limited by shares incorporated in Scotland. The registered office is Pinnacle Hill, Kelso, Roxburghshire, TD5 8XX.
Basis of Preparation
The financial statements are prepared in US dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $'000.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. 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 the profit and loss account.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within ‘Operating Profit’.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
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.
The company is a wholly owned subsidiary of its immediate parent Plexus Asia Limited and of its ultimate parent, Plexus Corp. It is included in the consolidated financial statements of Plexus Corp., which are publicly available. The company is exempt by virtue of section 400 of the companies Act 2006 from the requirement to prepare consolidated financial statements. The ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is Plexus Corp. The address of the ultimate parents registered office is Plexus Corp. One Plexus Way, Neenah, WI 54956.
These financial statements are the company’s separate financial statements and present information about the company as an individual entity and not about its group.
Basic financial assets, which includes amounts due from group entities, 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.
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.
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, including amounts due to group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Related party transactions
The company discloses transactions with related parties which are not wholly owned with the same group. It does not disclose transactions with members of the same group that are wholly owned.
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 current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
In assessing the carrying value of investments the directors consider the underlying net assets in each of the entities and recoverable amounts. Consideration is also given to trading performance and expected future cash flows.
Directors’ emoluments
The directors did not receive any emoluments in respect of their services to the company (2022: $nil).
Employee information
The company does not have any employees (2
a
a
The actual charge for the period can be reconciled to the expected charge for the period based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 30 September 2023 are as follows:
Plexus Services RO S.R.L. provides an electronic manufacturing and design service to industry. The directors are of the opinion that the value of the company’s investment in its subsidiaries is supported by their underlying net assets and future cash flows.
The amounts owed by group undertakings represents 2 loans for financing of the wider group's expansion and operations:
Plexus Services RO SRL, for £57,000,000. Interest is receivable at a rate of the twelve-month LIBOR, plus 1.5%. The loan is unsecured and has a maximum maturity period of ten years to 8 December 2032.
Plexus Corp (UK) Limited, for £40,000,000. Interest is receivable at a rate of the twelve-month SOFR, plus 1.5%. The loan is unsecured and has a maximum maturity period of ten years to 1 April 2027.
The amount represents a loan to Plexus Corp. to support working capital needs of operations. Interest is payable at a rate of twelve month SOFR, plus 1.5%.
The loan is unsecured and has a maximum maturity period of ten years to October 2033.
Profit and loss reserves
Cumulative profit and loss net of distributions to owners.
Capital Contribution reserve
Capital advances paid by Plexus Asia Limited., with no obligation to payback.
The Company has taken advantage of the exemption provided by Section 33.1A of FRS 102 from disclosing related party transactions with the wholly owned entities.
The Company made no other related party transactions during 2023 (2022 : $nil).
The company’s immediate holding company is Plexus Asia Limited., which is incorporated in the British Virgin Islands. The company’s ultimate parent company and ultimate controlling party is Plexus Corp., a company registered in the United States of America which is the parent company of the smallest and largest groups to consolidate the company’s financial statements. Copies of the consolidated financial statements of the ultimate parent company may be obtained from Plexus Corp., One Plexus Way, PO Box 156, Neenah, Wisconsin, 54957-0156. Further information can be obtained from the website at www.plexus.com.