Planb Corporation Limited
for the Year Ended 31 October 2023
Registration number:
Planb Corporation Limited
Contents
Company Information |
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Strategic Report |
|
Director's Report |
|
Statement of Director's Responsibilities |
|
Independent Auditor's Report |
|
Statement of comprehensive income and retained earnings |
|
Statement of financial position |
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Notes to the Financial Statements |
Planb Corporation Limited
Company Information
Director |
Mr I Bruce |
Company secretary |
Mr C Whiteford |
Registered office |
|
Auditors |
|
Planb Corporation Limited
Strategic Report for the Year Ended 31 October 2023
The Director presents his strategic report for the year ended 31 October 2023.
Principal activity
The principal activity of the Company is that of an investment holding company.
Planb Corporation Limited is a limited company.
Fair review of the business
The company's statement of income and retained earnings is set out on page 9 and shows a profit after taxation of £588,235 (2022 : £794,117).
Principal risks and uncertainties
The director believes that the principal risk and uncertainty facing the company is the carrying value of its investments.
The company tests for impairment annually or more frequently if there are indicators of impairment and the director is actively involved in the operations of its subsidiaries in order to mitigate this risk as far as possible.
Financial Instruments
The director monitors the liquidity and cash flow risk of the company carefully. Cash flow is monitored by the director on a regular basis. As the company is an intermediary holding company only, there is however no real working capital requirements.
Financial key performance indicators
The director believes the key performance indicator of the Company to be the performance of its underlying investments and main trading subsidiary, Planb Professional Services Limited. A full report on the trading performance and activities can be found in the financial statements of Planb Professional Services Limited.
Future developments
There are not any future developments that are expected to have a material impact on the trading ability of the company's underlying investments within the next twelve months.
Approved and authorised by the
......................................... |
Planb Corporation Limited
Director's Report for the Year Ended 31 October 2023
The Director presents his report and the financial statements for the year ended 31 October 2023.
Director of the Company
The Director who held office during the year was as follows:
Dividends
Particulars of recommended dividends are detailed in note 7 to the financial statements.
Disclosure of information in the strategic report
The Company has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the Company's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the director's report. It has done so in respect of financial instruments and future developments.
Disclosure of information to the auditors
The Director has taken steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information. The Director confirms that there is no relevant information that he knows of and of which he knows the auditors are unaware.
Approved and authorised by the
......................................... |
Planb Corporation Limited
Statement of Director's Responsibilities
The Director acknowledges his responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Director to prepare financial statements for each financial year. Under that law the Director has 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 Director must not approve the financial statements unless he is 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 Director is required to:
• |
select suitable accounting policies and apply them consistently; |
• |
make judgements and accounting estimates that are reasonable and prudent; and |
• |
state whether applicable United Kingdom 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 Director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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.
Planb Corporation Limited
Independent Auditor's Report to the Members of Planb Corporation Limited
Opinion
We have audited the financial statements of Planb Corporation Limited (“the Company”) for the year ended 31 October 2023 which comprise the statement of comprehensive income and retained earnings, the statement of financial position and the 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 31 October 2023 and of its profit 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’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 financial statements are authorised for issue.
Our responsibilities and the responsibilities of the director 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 director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the 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.
Planb Corporation Limited
Independent Auditor's Report to the Members of Planb Corporation 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:
• |
the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the strategic report and director's report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the director’s 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 Director's remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of the director
As explained more fully in the director’s responsibilities statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Planb Corporation Limited
Independent Auditor's Report to the Members of Planb Corporation Limited
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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
• the engagement principal ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
• we identified the laws and regulations applicable to the company through discussions with management, and from our commercial knowledge and experience of group holding companies;
• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment and health and safety legislation;
• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
• considering the internal controls in place to mitigate the risk of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
• performed analytical procedures to identify any unusual or unexpected relationships;
• tested journal entries to identify unusual transactions;
• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
• investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
• agreeing financial statement disclosures to underlying supporting documentation;
• reading the minutes of meetings of those charged with governance;
• enquiring of management as to actual and potential litigation and claims; and
• reviewing correspondence with HMRC.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
Planb Corporation Limited
Independent Auditor's Report to the Members of Planb Corporation Limited
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.
A further description of our responsibilities for the audit of the financial statements is located 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
Barttelot Court
Barttelot Road
Horsham
West Sussex
RH12 1DQ
Planb Corporation Limited
Statement of comprehensive income and retained earnings
for the Year Ended 31 October 2023
Note |
2023 |
2022 |
|
Turnover |
- |
- |
|
Operating profit |
- |
- |
|
Income from shares in group undertakings |
|
|
|
Interest payable and similar charges |
( |
( |
|
588,235 |
794,117 |
||
Profit before tax |
|
|
|
Profit for the financial year |
|
|
|
Retained earnings brought forward |
- |
- |
|
Dividends paid |
( |
( |
|
Retained earnings carried forward |
- |
- |
Planb Corporation Limited
(Registration number: 07884623)
Statement of financial position as at 31 October 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Investments |
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Current assets |
|||
Debtors |
|
|
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Cash at bank and in hand |
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|
|
|
|
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Creditors: Amounts falling due within one year |
( |
( |
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Net current liabilities |
( |
( |
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Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
1,000 |
1,000 |
|
Shareholders' funds |
1,000 |
1,000 |
Approved and authorised by the
......................................... |
Planb Corporation Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
General information |
The Company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
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 financial statements are prepared in sterling, which is the functional currency of the entity. Monetary amounts in these financial statements are rounded to the nearest £.
Financial reporting standard 102 - reduced disclosure exemptions
The company has taken advantage of the exemption of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
- the requirements of Section 4 Statement of Financial Position paragraph 4.12 (a)(iv);
- the requirements of Section 7 Statement of Cash Flows;
- the requirements of Section 11 Financial Instruments paragraphs 11.40 to 11.48A; and
- the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Planb (Holdings) Limited as at 31 October 2023 and these financial statements may be obtained from First Floor, 70 Queens Road, Aberdeen, AB15 4YE.
Planb Corporation Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
Consolidation
Taxation
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in capital and reserves. In this case, tax is recognised in other comprehensive income or directly in capital and reserves, respectively.
Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Fixed asset investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Impairment
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
When it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
Financial assets
Financial assets are initially measured at transaction price (including transaction costs) and subsequently held at cost, less any impairment.
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 Company will not be able to collect all amounts due according to the original terms of the receivables.
Financial liabilities and equity
Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form. Financial liabilities are initially measured at transaction price (including transaction costs) and subsequently held at amortised cost.
Finance costs
Finance costs are charged to the profit or loss over the term of the debt using the effective interest rate method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Planb Corporation Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
Preference shares
The company has 11% cumulative preference shares at £1 per share in issue, which do not carry any voting rights, and are not redeemable. Shareholders are entitled to receive the 11% per annum dividend on the par value of the shares on a cumulative basis; dividends are payable monthly in arrears. On winding up, the preference shareholders rank above the ordinary shareholders and are entitled to receive £1 per share and any dividends accrued but unpaid in respect of their shares. The preference shares are classified as a liability in the financial statements.
Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
Judgements and key sources of estimation uncertainty
In preparing these financial statements, the director has made the following judgements: |
Determined whether there are indicators of impairment of the company's fixed asset investments. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash generating unit, the viability and expected future performance of that unit. |
Turnover |
The company does not trade and its sole source of income is derived from dividends from its wholly owned trading subsidiaries.
Interest payable and similar expenses |
2023 |
2022 |
|
Dividends paid on shares classed as debt |
|
|
Staff costs |
The average number of persons employed by the company (including the director) during the year, analysed by category was as follows:
2023 |
2022 |
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Administration and support |
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|
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Planb Corporation Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
Taxation |
Tax charged/(credited) in the income statement
2023 |
2022 |
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2022 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2023 |
2022 |
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Total tax charge |
|
|
Dividends |
Equity dividends
Dividends paid during the period were £588,235 (2022 : £794,117).
Dividends on Preference shares
Dividends paid during the period were £220,000 (2022 : £220,000).
Investments |
2023 |
2022 |
|
Shares in group undertakings |
|
|
Group undertakings |
£ |
Cost or valuation |
|
At 1 November 2022 and 31 October 2022 |
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Provision |
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At 1 November 2021 and 31 October 2023 |
- |
Carrying amount |
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At 31 October 2023 |
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At 31 October 2022 |
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Planb Corporation Limited
Notes to the Financial Statements for the Year Ended 31 October 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 |
|
2023 |
2022 |
Subsidiary undertakings |
||||
|
Solo House, The Courtyard, London Road, Horsham, RH12 1AT |
Ordinary |
|
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England |
||||
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Dubai Technology and Media Free Zone, Dubai |
Ordinary |
|
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United Arab Emirates |
||||
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Solo House, The Courtyard, London Road, Horsham, RH12 1AT |
Ordinary |
|
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England |
||||
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2711 Centerville Rd, Suite 400, Wilmington, New Castle, 19808, Delaware |
Common Stock |
|
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United States |
||||
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4600 Eighth Avenue Place East, Calgary, Alberta, T2P 1G1 |
Ordinary |
|
|
Canada |
||||
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405 Cliff Avenue, Waterkloof Ridge, Extension 2, 0181, Pretoria |
Ordinary |
|
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South Africa |
||||
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Level 18, 152-158 St Georges Terrace, Perth, WA 6000 |
Ordinary |
|
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Australia |
||||
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Street 61, Baghdad |
Ordinary |
|
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Iraq |
||||
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1260, 14th Floor, B Wing Mittal Tower, MG Road, Bangalore, 560001 KA |
Ordinary |
|
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India |
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|
Koningin Julianaplein 10, 11e etage, 2595AA, Gravenhage |
Ordinary |
|
|
Netherlands |
The principal activity of Planb Professional Services Ltd and Plan B Professional Services Middle East FZ-LLC is that of IT consultancy.
All the other subsidiary undertakings were dormant throughout the period.
Planb Corporation Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
Debtors |
Current |
Note |
2023 |
2022 |
Amounts owed by related parties |
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|
|
|
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Creditors |
2023 |
2022 |
|
Due within one year |
||
Amounts owed to group undertakings |
|
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Other payables |
|
|
|
|
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Due after one year |
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Preference shares |
|
|
Share capital |
Allotted, called up and fully paid shares
2023 |
2022 |
|||
No. |
£ |
No. |
£ |
|
|
|
1,000 |
|
1,000 |
|
|
2,000,000 |
|
2,000,000 |
|
|
|
|
The 11% cumulative preference shares, which do not carry any voting rights, were issued in 2012 at £1 per share and are not redeemable. Shareholders are entitled to receive the 11% per annum dividend on the par value of the shares on a cumulative basis; dividends are payable monthly in arrears. On winding up, the preference shareholders rank above the ordinary shareholders and are entitled to receive £1 per share and any dividends accrued but unpaid in respect of their shares. The 11% cumulative preference shares are classified as financial liabilities in the financial statements.
Planb Corporation Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
Reserves |
The Company's reserves are as follows:-
- Called up share capital reserve represents the nominal value of the shares issued;
- Profit and loss account represents cumulative profit and losses, net of dividends paid and other adjustments.
Related party transactions |
The company owed the director the following balances at the period end.
2023 |
At 1 November 2022 |
At 31 October 2023 |
Mr I Bruce |
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|
2022 |
At 1 November 2021 |
At 31 October 2022 |
Mr I Bruce |
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2023 |
2022 |
|||
Mr I Bruce |
||||
Payment of dividends on preference shares |
110,000 |
110,000 |
||
Summary of transactions with parent
Summary of transactions with subsidiaries
Summary of transactions with other related parties
Planb Corporation Limited
Notes to the Financial Statements for the Year Ended 31 October 2023
Parent and ultimate parent undertaking |
The company is under the control of its parent company, Planb (Holdings) Limited, registered in England (no. 07970510), which owns 85% of the voting equity. Planb (Holdings) Ltd is under 100% ownership of the director, Mr I Bruce.
The company has taken advantage of the exemption not to prepare and deliver consolidated financial statements under the provisions of s.400 and s.401 Companies Act 2006 as an intermediate parent. The smallest and largest group into which the entity is consolidated is that headed by Planb (Holdings) Limited. The consolidated accounts of Planb (Holdings) Limited can be obtained from First Floor, 70 Queens Road, Aberdeen, AB15 4YE.