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Company registration number: 04729981
PNO Consultants Limited
Financial statements
31 December 2023
PNO Consultants Limited
Contents
Directors and other information
Directors report
Independent auditor's report to the members
Statement of comprehensive income
Statement of financial position
Statement of changes in equity
Notes to the financial statements
PNO Consultants Limited
Directors and other information
Directors M Kniest (Resigned 29 March 2023)
P Salvatore
L Starr (Resigned 29 March 2023)
PNO Group Holding B.V. (Appointed 29 March 2023)
Company number 04729981
Registered office Office 4 Merseyway Innovation Centre
21-23 Merseyway
Stockport
SK1 1PN
Business address Office 4 Merseyway Innovation Centre
21-23 Merseyway
Stockport
SK1 1PN
Auditor Langer & Co
8-10 Gatley Road
Cheadle
Cheshire
SK8 1PY
PNO Consultants Limited
Directors report
Year ended 31 December 2023
The directors present their report and the financial statements of the company for the year ended 31 December 2023.
Directors
The directors who served the company during the year were as follows:
M Kniest (Resigned 29 March 2023)
P Salvatore
L Starr (Resigned 29 March 2023)
PNO Group Holding B.V. (Appointed 29 March 2023)
Directors responsibilities statement
The directors are responsible for preparing the directors 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 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 then apply them consistently;
- make judgments and accounting estimates that are reasonable and prudent; 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.
Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
The auditor is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.
Small company provisions
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
This report was approved by the board of directors on 06 September 2024 and signed on behalf of the board by:
P Salvatore
Director
PNO Consultants Limited
Independent auditor's report to the members of
PNO Consultants Limited
Year ended 31 December 2023
Opinion
We have audited the financial statements of PNO Consultants Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, statement of financial position, 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 FRS 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 December 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 directors use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other Information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. 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.
Opinions on other matters 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 year 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 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 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 the 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; or - the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Identifying and assessing potential risks related to irregularities 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 auditors 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.
Eric Langer BSc FCA (Senior Statutory Auditor)
For and on behalf of
Langer & Co
Chartered Accountant and Statutory Auditor
8-10 Gatley Road
Cheadle
Cheshire
SK8 1PY
10 September 2024
PNO Consultants Limited
Statement of comprehensive income
Year ended 31 December 2023
2023 2022
Note £ £
Turnover 992,249 793,982
Cost of sales ( 373,215) ( 356,953)
_______ _______
Gross profit 619,034 437,029
Administrative expenses ( 301,717) ( 261,274)
_______ _______
Operating profit 317,317 175,755
Other interest receivable and similar income 10,932 672
Interest payable and similar expenses - ( 59)
Profit before taxation 5 328,249 176,368
Tax on profit ( 77,509) ( 33,214)
_______ _______
Profit for the financial year and total comprehensive income 250,740 143,154
_______ _______
All the activities of the company are from continuing operations.
PNO Consultants Limited
Statement of financial position
31 December 2023
2023 2022
Note £ £ £ £
Fixed assets
Tangible assets 6 3,972 5,451
_______ _______
3,972 5,451
Current assets
Debtors 7 1,239,825 536,319
Cash at bank and in hand 346,562 826,643
_______ _______
1,586,387 1,362,962
Creditors: amounts falling due
within one year 8 ( 207,681) ( 236,432)
_______ _______
Net current assets 1,378,706 1,126,530
_______ _______
Total assets less current liabilities 1,382,678 1,131,981
Provisions for liabilities ( 993) ( 1,036)
_______ _______
Net assets 1,381,685 1,130,945
_______ _______
Capital and reserves
Called up share capital 9 1,000 1,000
Profit and loss account 1,380,685 1,129,945
_______ _______
Shareholders funds 1,381,685 1,130,945
_______ _______
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
These financial statements were approved by the board of directors and authorised for issue on 06 September 2024 , and are signed on behalf of the board by:
P Salvatore
Director
Company registration number: 04729981
PNO Consultants Limited
Statement of changes in equity
Year ended 31 December 2023
Called up share capital Profit and loss account Total
£ £ £
At 1 January 2022 1,000 1,495,179 1,496,179
Profit for the year 143,154 143,154
_______ _______ _______
Total comprehensive income for the year - 143,154 143,154
Dividends paid and payable ( 508,388) ( 508,388)
_______ _______ _______
Total investments by and distributions to owners - ( 508,388) ( 508,388)
_______ _______ _______
At 31 December 2022 and 1 January 2023 1,000 1,129,945 1,130,945
Profit for the year 250,740 250,740
_______ _______ _______
Total comprehensive income for the year - 250,740 250,740
_______ _______ _______
At 31 December 2023 1,000 1,380,685 1,381,685
_______ _______ _______
PNO Consultants Limited
Notes to the financial statements
Year ended 31 December 2023
1. General information
The company is a private company limited by shares, registered in England. The address of the registered office is Office 4 Merseyway Innovation Centre, 21-23 Merseyway, Stockport, SK1 1PN.
2. Statement of compliance
These financial statements have been prepared in compliance with the provisions of FRS 102, Section 1A, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Turnover
Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.
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.
Tangible assets
tangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in capital and reserves, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in capital and reserves in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in capital and reserves in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Plant and machinery - 33 % straight line
Fittings fixtures and equipment - 33 and 20% Straight line
If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised prospectively to reflect the new estimates.
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.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event; it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised in finance costs in profit or loss in the period it arises.
Financial instruments
A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets or either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised in finance costs in profit or loss in the period in which it arises.
4. Employee numbers
The average number of persons employed by the company during the year amounted to 9 (2022: 8 ).
5. Profit before taxation
Profit before taxation is stated after charging/(crediting):
2023 2022
£ £
Depreciation of tangible assets 2,683 1,622
Fees payable for the audit of the financial statements 3,455 3,405
_______ _______
6. Tangible assets
Plant and machinery Fixtures, fittings and equipment Total
£ £ £
Cost
At 1 January 2023 19,178 6,544 25,722
Additions 1,071 133 1,204
Disposals ( 8,743) - ( 8,743)
_______ _______ _______
At 31 December 2023 11,506 6,677 18,183
_______ _______ _______
Depreciation
At 1 January 2023 13,727 6,544 20,271
Charge for the year 2,657 26 2,683
Disposals ( 8,743) - ( 8,743)
_______ _______ _______
At 31 December 2023 7,641 6,570 14,211
_______ _______ _______
Carrying amount
At 31 December 2023 3,865 107 3,972
_______ _______ _______
At 31 December 2022 5,451 - 5,451
_______ _______ _______
7. Debtors
2023 2022
£ £
Trade debtors 609,260 515,009
Amounts owed by group undertakings and undertakings in which the company has a participating interest 563,500 -
Other debtors 67,065 21,310
_______ _______
1,239,825 536,319
_______ _______
8. Creditors: amounts falling due within one year
2023 2022
£ £
Trade creditors 341 10,181
Corporation tax 5,300 -
Social security and other taxes 158,098 151,941
Other creditors 43,942 74,310
_______ _______
207,681 236,432
_______ _______
9. Called up share capital
Issued, called up and fully paid
2023 2022
No £ No £
Ordinary A shares shares of £ 1.00 each 350 350 350 350
Ordinary B shares shares of £ 1.00 each 650 650 650 650
_______ _______ _______ _______
1,000 1,000 1,000 1,000
_______ _______ _______ _______
10. Operating leases
The company as lessee
The total future minimum lease payments under non-cancellable operating leases are as follows:
£ £
Not later than 1 year 10,476 -
_______ _______
11. Pension commitments
The company operates a defined contribution pension scheme for the directors and employees. The assets of the scheme are held separately from those of the company in an independently administered fund. At the balance sheet date unpaid contributions of £592 (2022 - £0) were due to the fund. They are included in other creditors.
12. Controlling party
The Company is a wholly owned subsidiary of PNO Innovation B.V., a company based in The Netherlands, company number 59791927.The parent company of the group for which consolidated financial statements are prepared is BAC 10 Topco B.V., Laan van Zuid Hoorn 15, 2289DC, Rijswijk, The Netherlands.