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Registered number: 10701904













PLENA HOLDING UK LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023


 
PLENA HOLDING UK LIMITED
 

 
COMPANY INFORMATION


Directors
M P C Sjöborg 
J N S Sjöborg 




Registered number
10701904



Registered office
Harwood House
43 Harwood Road

London

SW6 4QP




Independent auditors
Warrener Stewart
Chartered Accountants

Harwood House

43 Harwood Road

London

SW6 4QP






 
PLENA HOLDING UK LIMITED
 


CONTENTS



Page
Group Strategic Report
 
1
Directors' Report
 
2 - 3
Independent Auditors' Report
 
4 - 7
Consolidated Statement of Comprehensive Income
 
8
Consolidated Balance Sheet
 
9
Company Balance Sheet
 
10
Consolidated Statement of Changes in Equity
 
11
Company Statement of Changes in Equity
 
12
Consolidated Statement of Cash Flows
 
13
Analysis of Net Funds
 
14
Notes to the Financial Statements
 
15 - 32



 
PLENA HOLDING UK LIMITED
 

 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their group strategic report for the year ended 31 December 2023.

Principal activities

The principal activities of the group during the year were the manufacture and sale of construction products and other building-related materials.

Business review
 
The group achieved a satisfactory operating performance during the year, realising a profit before interest, tax, depreciation and amortisation of around €3,330,000.

Principal risks and uncertainties
 
The principal risks and uncertainties facing the group include the general health of the global and European economies, together with any changes to the political situation in certain of its manufacturing locations.

Financial key performance indicators
 
Performance is monitored by reference to internal forecasts, cashflows and industry statistics across each of its operational areas. These indicators are considered sufficient to provide an overview of business performance relative to expectations and market trends.

Directors' statement of compliance with duty to promote the success of the Group
 
The Directors of Plena Holding UK Limited consider that they have fulfilled their individual and collective duty under section 172(1) of the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of the shareholders as a whole. This has been achieved through strong systemic controls; investment in our staff through training and incentives; and a focus on high standards of customer service. All share classes have had representation at Board level and the Board is committed to a strategy that will drive long term value for the equity holders in the business.


This report was approved by the board and signed on its behalf.





................................................
M P C Sjöborg
Director

Date: 11 February 2025

Page 1


 
PLENA HOLDING UK LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors

The directors who served during the year were:

M P C Sjöborg 
J N S Sjöborg 

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments 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;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation and minority interests, amounted to €12,000 (2022 - profit €5,918,000).

The directors do not recommend the payment of a dividend and the loss for the period will be transferred to consolidated reserves.

Future developments

The directors are confident that the group has the structure in place to deal with the current market and any future changes in market conditions.
The directors are of the opinion that the group will produce a satisfactory result in the year ended 31 December 2024 and beyond.

Page 2


 
PLENA HOLDING UK LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Engagement with employees

Efforts are made to consult and inform employees on matters which concern them with emphasis on the continuous growth and development of the Group. Regular meetings are held to keep staff abreast of changes and progress within the business..
The Group is an equal opportunities employer and all appointments are made without regard to gender or racial background.  
It is the Group’s policy to support the employment of disabled persons wherever possible, both in recruitment and by the retention of employees who have become disabled whilst in the employment of the Group.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsWarrener Stewartwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
M P C Sjöborg
Director

Date: 11 February 2025

Page 3


 
PLENA HOLDING UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PLENA HOLDING UK LIMITED

Opinion


We have audited the financial statements of Plena Holding UK Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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).


Except for the possible effects of the matters described in the "Basis for Modified Opinion" section. in our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for modified opinion


The Group's consolidated financial statements include the results, assets and liabilities of Futura Floors GmbH accounted for by way of the acquisition method of consolidation. The net profit is €289,000 and the net liabilities are €3,599,000. We were usable to obtain sufficient appropriate audit evidence about the income and net assets of Futura Floors GmbH as at 31 December 2023 because the financial statements of that entity were not required to be audited under the jurisdiction of its country of incorporation. Consequently the consolidated financial statements do not contain any adjustments that might have been made had the entity's own financial statements been subject to audit. Therefore we believe that the scope of our audit is limited in relation to the fresulst and financial position of Futura Floors GmbH alone.


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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the parent 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.


Page 4


 
PLENA HOLDING UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PLENA HOLDING UK LIMITED (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 5


 
PLENA HOLDING UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PLENA HOLDING UK LIMITED (CONTINUED)

Auditors' 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 Auditors' 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 Group 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:

Our assessment of the susceptibility of the entity's financial statements to material misstatement, including how fraud might occur, is considered to be low.  This conclusion was reached after consideration of the following:

a clear segregation between senior management, finance management and operations staff resulting in a high level of review control;
a high level of review of key performance and similar indicators;
a high level of informed management within senior and finance management;
the general absence of individuals with opportunity and authority to override controls undetected; and
a high level of long service, experience and trust within key finance management.

We designed our audit procedures to respond to identified audit risks, including non-compliance with laws and regulations (irregularities) that are material to the financial statements. Some of the specific procedures performed to detect irregularities, including fraud, are detailed below:

review of control accounts and journal entries for large, unusual or unauthorised entries;
analytical review of the detailed profit and loss account for variances that are either unexpected or felt not to be in accordance with our understanding of the business during the year;
obtaining and reviewing for completeness a list of entities and persons considered to be related parties (as defined by Financial Reporting Standard 102) and reviewing the ledgers of the Company for previously unreported related party transactions; and  
review of transactions and journals for any indication of fraud or management override

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' Report.


Page 6


 
PLENA HOLDING UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PLENA HOLDING UK LIMITED (CONTINUED)

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 2006Our 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.





Colin Edney (Senior Statutory Auditor)
  
for and on behalf of
Warrener Stewart
 
Chartered Accountants
  
Harwood House
43 Harwood Road
London
SW6 4QP

 
Date: 
13 February 2025
Page 7


 
PLENA HOLDING UK LIMITED
 

 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022
Note
€000
€000

  

Turnover
 4 
36,445
39,423

Cost of sales
  
(28,240)
(30,247)

Gross profit
  
8,205
9,176

Distribution costs
  
(813)
(561)

Administrative expenses
  
(9,446)
(7,184)

Other operating income
 5 
1,614
2,895

Operating (loss)/profit
  
(440)
4,326

Share of profit of associates
  
10
110

Total operating (loss)/profit
  
(430)
4,436

Income from shares in group undertakings
  
50
23

Interest receivable and similar income
 8 
854
327

Interest payable and expenses
 9 
(807)
(408)

(Loss)/profit before taxation
  
(333)
4,378

Tax on (loss)/profit
 10 
(154)
(135)

(Loss)/profit for the financial year
  
(487)
4,243

(Loss)/profit for the year attributable to:
  

Non-controlling interests
  
(475)
(1,675)

Owners of the parent Company
  
(12)
5,918

  
(487)
4,243

The notes on pages 15 to 32 form part of these financial statements.

Page 8


 
PLENA HOLDING UK LIMITED
REGISTERED NUMBER:10701904


CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
€000
€000

Fixed assets
  

Intangible assets
 12 
9,291
9,826

Tangible assets
 13 
18,559
16,277

Investments
  
5,622
5,433

  
33,472
31,536

Current assets
  

Stocks
 15 
11,843
12,340

Debtors: Amounts falling due after more than one year
 16 
4,842
7,696

Debtors: Amounts falling due within one year
 16 
12,644
12,196

Cash at bank and in hand
 17 
3,844
3,643

  
 
 
33,173
 
 
35,875

Total assets
  
66,645
67,411


Capital and reserves
  

Called up share capital 
 21 
6,379
6,379

Foreign exchange reserve
 22 
(5,430)
(4,396)

Other reserves
 22 
488
441

Profit and loss account
 22 
(4,133)
(4,121)

Equity attributable to owners of parent company
  
(2,696)
(1,697)

Non-controlling interests
  
(437)
38

Deferred Taxation
  
108
21

Creditors: Amounts Falling Due Within One Year
 18 
17,245
19,128

Creditors: Amounts Falling Due After More Than One Year
 19 
52,425
49,921

Total equity and liabilities
  
66,645
67,411


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 



................................................
M P C Sjöborg
Director

Date: 11 February 2025

Page 9


 
PLENA HOLDING UK LIMITED
REGISTERED NUMBER:10701904


COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
€000
€000

Fixed assets
  

Investments
  
6,379
6,379

Net assets
  
6,379
6,379


Capital and reserves
  

Called up share capital 
 21 
6,379
6,379

Total equity
  
6,379
6,379


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
M P C Sjöborg
Director

Date: 11 February 2025

Page 10


 
PLENA HOLDING UK LIMITED
 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Foreign exchange reserve
Capital reserves
Profit and loss account
Total equity

€000
€000
€000
€000
€000


At 1 January 2022
6,379
(3,173)
2,314
(10,039)
(4,519)


Comprehensive income for the year

Profit for the year
-
-
-
5,918
5,918

Movement in the year
-
-
(1,873)
-
(1,873)

Loss on foreign exchange
-
(1,223)
-
-
(1,223)



At 1 January 2023
6,379
(4,396)
441
(4,121)
(1,697)


Comprehensive income for the year

Loss for the year
-
-
-
(12)
(12)

Movement in the year
-
-
47
-
47

Loss on foreign exchange
-
(1,034)
-
-
(1,034)


At 31 December 2023
6,379
(5,430)
488
(4,133)
(2,696)


The notes on pages 15 to 32 form part of these financial statements.

Page 11


 
PLENA HOLDING UK LIMITED
 


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Total equity

€000
€000


At 1 January 2022
6,379
6,379

Profit for the year
-
-



At 1 January 2023
6,379
6,379

Profit for the year
-
-


At 31 December 2023
6,379
6,379


The notes on pages 15 to 32 form part of these financial statements.

Page 12


 
PLENA HOLDING UK LIMITED
 


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
€000
€000

Cash flows from operating activities

(Loss)/profit for the financial year
(487)
4,243

Adjustments for:

Amortisation of intangible assets
1,521
1,521

Depreciation of tangible assets
2,239
2,160

Interest paid
807
210

Interest received
(904)
(350)

Taxation charge
154
135

Decrease/(increase) in stocks
497
(2,010)

Decrease/(increase) in debtors
2,455
(180)

(Increase)/decrease in amounts owed by associates
(49)
50

Increase in amounts owed to related parties
281
126

Increase in creditors
273
783

Reserves transfers
(987)
(3,096)

Net cash generated from operating activities

5,800
3,592


Cash flows from investing activities

Purchase of intangible fixed assets
(986)
(1,387)

Purchase of tangible fixed assets
(4,727)
(2,586)

Sale of tangible fixed assets
206
372

Sale/(Purchase) of unlisted and other investments
(29)
(3,044)

Purchase of share in associates
(478)
(108)

Sale of share in associates
318
-

Interest received
854
327

Income from investments in related companies
50
23

Net cash from investing activities

(4,792)
(6,403)

Cash flows from financing activities

Interest paid
(807)
(210)

Net cash used in financing activities
(807)
(210)

Net increase/(decrease) in cash and cash equivalents
201
(3,021)

Cash and cash equivalents at beginning of year

3,643
6,664


Cash and cash equivalents at the end of year
3,844
3,643


Page 13


 
PLENA HOLDING UK LIMITED
 


CONSOLIDATED ANALYSIS OF NET FUNDS
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
€000

€000

€000

Cash at bank and in hand

3,643

201

3,844


3,643
201
3,844

The notes on pages 15 to 32 form part of these financial statements.

Page 14


 
PLENA HOLDING UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Plena Holding UK Limited is a limited liability company limited by shares.  The Company is incorporated and domiciled in England and Wales. 
The company's registered office is Harwood House, 43 Harwood Road, London, SW6 4QP. The company's principal place of business is 33 Glebe Place, London, SW3 5JP. 
The principal activity of the company during the year was that of a holding company for the Plena Group.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The presentational currency of the Company and the Group is Euro and the amounts and disclosures in the financial statements are presented in €000's and rounded to the nearest €1,000.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 31 March 2017.

 
2.3

Going concern

The directors have considered the prospects of the business for the next twelve months and beyond and have arrived at a reasonable expectation that the company will continue to meet its obligations as they fall due. On this basis, the directors will continue to adopt the going concern basis of accounting.

Page 15


 
PLENA HOLDING UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is Euros.

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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Euros at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in the Foreign Exchange Reserve, net of any gains or losses on fixed intra-group loans.

Page 16


 
PLENA HOLDING UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest 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.

Page 17


 
PLENA HOLDING UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.9

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 18


 
PLENA HOLDING UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold property
-
10 - 40 years
Plant and machinery
-
2 - 12 years
Motor vehicles
-
4 - 7 years
Other fixed assets
-
3 - 7 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.12

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Balance Sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

Page 19


 
PLENA HOLDING UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.18

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for
Page 20


 
PLENA HOLDING UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.18
Financial instruments (continued)

impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year or in the year of revision and future years if the revision affects both current and future years.
A summary of the key areas of judgement is:


Goodwill

Goodwill arising on consolidation is reviewed annually for impairment.  This review is carried out by reference to the anticipated holding period for the investment in each underlying subsidiary undertaking and the financial performance of the entity concerned.
Adjustments to the carrying value of goodwill are made periodically to reflect changes in the performance of each subsidiary and actual and expected changes to the investment portfolio.


Stocks

The realisable value of stocks is affected by market conditions including industry demand, competition and consumer outlook.  Periodic reviews of stock are performed by management in order to assess whether stocks are subject to obsolescence or whether market fluctuations might lead to lower selling prices.  
Management makes provisions for obsolete, slow-moving and other irrecoverable items in the light of each periodic review.


Useful lives of property and equipment

The useful lives of property and equipment is a management estimate. The remaining useful lives are reviewed annually and carrying values and/or depreciation rates are adjusted in the light of each annual review.

Page 21


 
PLENA HOLDING UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
€000
€000

Flooring
6,874
9,848

Construction materials
29,571
29,575

36,445
39,423


Analysis of turnover by country of destination:

2023
2022
€000
€000

Rest of Europe
28,399
32,120

Rest of the world
8,046
7,303

36,445
39,423



5.


Other operating income

2023
2022
€000
€000

Other operating income
1,614
2,895



6.


Auditors' remuneration

2022
2021
      €000
      €000

Fees payable to the Group's auditors and its associates for the audit of the Group's annual financial statements

15

15


Page 22


 
PLENA HOLDING UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

Staff costs were as follows:


Group
Group
2023
2022
€000
€000


Wages and salaries
5,058
4,931

Social security costs
528
570

5,586
5,501


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Staff
581
600


8.


Interest receivable

2023
2022
€000
€000


Other interest receivable
854
327


9.


Interest payable and similar expenses

2023
2022
€000
€000


Bank interest payable
807
408

Page 23


 
PLENA HOLDING UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Taxation


2023
2022
€000
€000

Corporation tax


Current tax on profits for the year
154
135


Factors affecting tax charge for the year

There were no factors that affected the tax charge for the year which has been calculated on the profits on ordinary activities before tax at the standard rate of corporation tax in the relevant jurisdiction.



Factors that may affect future tax charges

There were no factors that may affect future tax charges.




11.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was NIL (2022 - NIL).

Page 24


 
PLENA HOLDING UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Intangible assets

Group and Company





Computer software
Goodwill
Total

€000
€000
€000



Cost


At 1 January 2023
3,494
15,208
18,702


Additions
986
-
986



At 31 December 2023

4,480
15,208
19,688



Amortisation


At 1 January 2023
131
8,745
8,876


Charge for the year on owned assets
-
1,521
1,521



At 31 December 2023

131
10,266
10,397



Net book value



At 31 December 2023
4,349
4,942
9,291



At 31 December 2022
3,363
6,463
9,826

Goodwill arises on the business combination of Plena Holding UK Ltd and its group of subsidiary
undertakings.
Given the long term nature of the investments, goodwill is being amortised over a ten year period. The
carrying value of goodwill is assessed annually for impairment with adjustments being made to the
carrying amount in the light of that review.



Page 25


 
PLENA HOLDING UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Tangible fixed assets

Group






Land
Leasehold property
Plant and machinery
Motor vehicles
Assets under construction
Other fixed assets
Total

€000
€000
€000
€000
€000
€000
€000



Cost or valuation


At 1 January 2023
1,984
6,313
39,741
2,021
2,291
1,800
54,150


Additions
-
172
1,858
113
2,514
70
4,727


Disposals
(120)
(19)
-
-
(65)
(2)
(206)



At 31 December 2023

1,864
6,466
41,599
2,134
4,740
1,868
58,671



Depreciation


At 1 January 2023
-
4,197
30,427
1,699
-
1,550
37,873


Charge for the year on owned assets
-
192
1,873
106
-
68
2,239



At 31 December 2023

-
4,389
32,300
1,805
-
1,618
40,112



Net book value



At 31 December 2023
1,864
2,077
9,299
329
4,740
250
18,559



At 31 December 2022
1,984
2,116
9,314
322
2,291
250
16,277

Other fixed assets comprise fixtures, fitings and computer equipment.

Page 26


 
PLENA HOLDING UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Fixed asset investments

Group





Investments in associates
Other fixed asset investments
Investment in joint ventures
Total

€000
€000
€000
€000



Cost or valuation


At 1 January 2023
1,520
3,410
503
5,433


Additions
-
29
478
507


Disposals
(318)
-
-
(318)



At 31 December 2023
1,202
3,439
981
5,622




Other fixed asset investments and Investment in joint ventures represent group investments in trading and other entities that do not qualify as associates or subsidiary undertakings.

Company





Investments in subsidiary companies

€000



Cost or valuation


At 1 January 2023
6,379



At 31 December 2023
6,379





Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Plena Holding S.A.
Luxembourg
Holding company
Ordinary
100%

Page 27


 
PLENA HOLDING UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Direct subsidiary undertaking (continued)

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
€000
Profit/(Loss)
€000

Plena Holding S.A.

9,500
266


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Egypt Lime Industries S.A.E.
Egypt
Manufacturing
Ordinary
100%
Delta Sand Bricks S.A.E.
Egypt
Manufacturing
Ordinary
100%
Xylon Corporation D.O.O.
Bosnia and Herzegovina
Manufacturing
Ordinary
100%
Futura Floors GmbH
Germany
Manufacturing
Ordinary
100%
Ever Equestrian Limited
England and Wales
Manufacturing
Ordinary
100%
Plena Bulgaria
Bulgaria
Manufacturing
Ordinary
51%
Poslovna Ulaganja D.O.O.
Zagreb
Manufacturing
Ordinary
50%
Alfa Partner D.O.O.
Zagreb
Manufacturing
Ordinary
50%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
€000
€000

Egypt Lime Industries S.A.E.
(3,635)
(970)

Delta Sand Bricks S.A.E.
(8,466)
(2,077)

Xylon Corporation D.O.O.
773
(728)

Futura Floors GmbH
(3,599)
289

Ever Equestrian Limited
(2,088)
(242)

Plena Bulgaria
7,750
949

Poslovna Ulaganja D.O.O.
686
146

Alfa Partner D.O.O.

31
2

Page 28


 
PLENA HOLDING UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Stocks

Group
Group
2023
2022
€000
€000

Finished goods and goods for resale
11,843
12,340


The difference between purchase price or production cost of stocks and their replacement cost is not material.


16.


Debtors

Group
Group
2023
2022
€000
€000

Due after more than one year

Amounts owed by associates
1,174
1,125

Other debtors
3,668
6,571

4,842
7,696


Group
Group
2023
2022
€000
€000

Due within one year

Trade debtors
5,895
6,298

Other debtors
6,514
5,640

Prepayments and accrued income
235
258

12,644
12,196


Page 29


 
PLENA HOLDING UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Cash and cash equivalents

Group
Group
2023
2022
€000
€000

Cash at bank and in hand
3,844
3,643



18.


Creditors: Amounts falling due within one year

Group
Group
2023
2022
€000
€000

Trade creditors
4,971
5,285

Corporation tax
757
690

Other creditors
7,796
10,396

Accruals and deferred income
3,721
2,757

17,245
19,128



19.


Creditors: Amounts falling due after more than one year

Group
Group
2023
2022
€000
€000

Amounts owed to related parties
36,191
35,910

Other creditors
16,234
14,011

52,425
49,921



Page 30


 
PLENA HOLDING UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Financial instruments

Group
Group
2023
2022
€000
€000

Financial assets

Financial assets measured at fair value through profit or loss
3,844
3,643

Financial assets that are debt instruments measured at amortised cost
17,251
20,897

21,095
24,540


Financial liabilities

Financial liabilities measured at amortised cost
69,670
67,555


Financial assets measured at fair value through profit or loss comprise cash and cash equivalents.


Financial assets that are debt instruments measured at amortised cost comprise trade debtors, amounts due from participating interests, and other debtors.


Financial liabilities measured at amortised cost comprise trade creditors and sundry amounts payable.


21.


Share capital

2023
2022
€000
€000
Allotted, called up and fully paid



6,379,000 (2022 - 6,379,000) Ordinary shares of £1.00 each
6,379
6,379



22.


Reserves

Foreign exchange reserve

The foreign exchange reserve represents unrealised gains and losses on translation of the transactions and balances from the functional currency's to its presentational currency in EUR.

Profit and loss account

The profit and loss account represents accumulated post-tax profits and losses net of any dividend payments for the Company.

Page 31


 
PLENA HOLDING UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Related party transactions

Amounts owed to related parties


2023
2022
€000
€000

MPC Sjöborg
4,305
5,344
SCL Trust
34,862
34,862
External shareholders in Plena Bulgaria
4,865
5,465
44,032
45,671

MPC Sjöborg is a director and shareholder in the Company and is also the beneficiary of the SCL Trust.  The minority shareholders in Plena Bulgaria are connected by way of their joint shareholding in a material subsidiary.


24.


Controlling party

The controlling party is M P C Sjöborg.

Page 32