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Plan.nr Limited
Registered number: 07991574
Annual report
For the year ended 31 January 2026
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PLAN.NR LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditors
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PLAN.NR LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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PLAN.NR LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
The Directors present their Strategic report and the audited financial statements of Plan.nr Limited. (“the Company”) for the year ended 31 January 2026.
Throughout the reporting period, the Company continued research and development of software for its parent, Tray.ai Inc. (“parent company”). The Company’s operations are funded by the parent company. Turnover of the Company is dependent upon a costs plus margin contract with the parent company as its only customer. Business performance is driven by the level of costs and operations required by the parent entity.
Principal risks and uncertainties
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The Company's operations expose it to risks in the ordinary course of business, primarily liquidity risk and economic risk.
Liquidity risk
The Company’s day to day operations are funded by the parent company. The parent company operates in the dynamic high-technology startup venture space, based in the US, and is dependent on continued investment to fund its growth of group operations. Although the Directors are confident that Tray.ai Inc. will continue to have access to venture funding, inherent uncertainty remains regarding the availability of future funding. This risk is managed by the Directors ensuring operations are cost efficient and that the team is researching and developing valuable software tools for the parent company product.
Economic risk
Conditions in the global economy may adversely affect the parent company's results, which will impact future willingness and ability of investors to invest into the Company. The Company continues to develop and innovate its product through research and development, while maintaining cost efficiency.
Financial key performance indicators
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As the Company operates as a cost centre for the parent, the Directors use operating expenses as the primary KPI to monitor the business.
Operating expenses for the year ended 31 January 2026 were £6,803,627 (2025: £9,825,750). This represents a 30.76% decrease compared with prior year driven by a reduction in employee costs.
The Company's financial position is shown on the Statement of financial position on page 10 of the financial statements.
This report was approved by the board and signed on its behalf by:
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PLAN.NR LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
The Directors present their report and the audited financial statements for Plan.nr Limited. (“the Company”) for the year ended 31 January 2026.
The principal activity of the Company is research and development of a software integration platform.
The profit for the year, after taxation, amounted to £966,588 (2025: £1,056,867).
The Directors do not recommend the payment of a dividend for the year (2025: £nil).
The Directors who served during the year or to the date of this report were:
Directors' responsibilities statement
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The Directors are responsible for preparing the Strategic Report, 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 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 of the profit or loss of the Company for that period.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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.
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PLAN.NR LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
Plan.nr Limited is reliant upon its parent company, Tray.ai Inc. for future trading. Tray.ai Inc. operates in the dynamic high-technology startup venture space based in the United States, and is dependent on continued investment to fund its growth of group operations. Although the directors are confident that Tray.ai Inc. will continue to have access to venture funding, uncertainty remains regarding the availability of such funding in the future.
The financial statements have been prepared on a going concern basis which assumes that sufficient funding will be available. The Directors have received assurance that this support will be available for a period of at least 12 months from the date of approval of the financial statements and therefore consider it appropriate to adopt the going concern basis in preparing these financial statements.
The Directors do not anticipate any significant developments for the Company during the coming year.
The Directors remain confident that the Company is producing valuable research and development and will continue its operations.
Economic impact of global events
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UK businesses are facing many uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including US trade policies, the introduction of tariffs, retaliatory measures by key US trading partners, and potential mitigation measures, and concluded that the greatest impact on the business is expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment.
The Company continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
Qualifying third party indemnity provisions
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The Company has made qualifying third party indemnity provisions for the benefit of its Directors which were made during the year and remain in force at the date of this report. No claim or notice of claim in respect of these indemnities has been received in the period.
Matters covered in the Strategic Report
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The Company has chosen in accordance with Companies Act 2006, s414C(11) to set out in the Company's Strategic report information required by Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.
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PLAN.NR LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
Disclosure of information to auditor
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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's auditor is 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's auditor is aware of that information.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
The auditor, Forvis Mazars, will 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 by:
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PLAN.NR LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PLAN.NR LIMITED
Opinion
We have audited the financial statements of Plan.nr Limited (the ‘Company’) for the year ended 31 January 2026 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows 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 January 2026 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.
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PLAN.NR LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PLAN.NR LIMITED
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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 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 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 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 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 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 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, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of Directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
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PLAN.NR LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PLAN.NR LIMITED
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 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 intend either 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 are detailed below:
Based on our understanding of the Company and its industry, we identified that the principal risks of non-compliance with laws and regulations related to the UK tax legislation, pensions legislation, employment regulation and health and safety regulation, anti-bribery, corruption and fraud, money laundering, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, such as the Companies Act 2006.
We evaluated the Directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions.
Our audit procedures were designed to respond to those identified risks, including non-compliance with laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit procedures included but were not limited to:
∙Discussing with the Directors and management their policies and procedures regarding compliance with laws and regulations;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.
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PLAN.NR LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PLAN.NR LIMITED
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the Directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 the audit 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.
Austin Sammon (Senior statutory auditor)
For and on behalf of Forvis Mazars
Chartered Accountants and Statutory Auditors
The Hynes Building
Saint Augustine Street
Galway
Ireland
H91 R6WF
28 October 2026
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PLAN.NR LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2026
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Profit for the financial year
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Other comprehensive income
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Total comprehensive income for the year
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The Statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
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The notes on pages 14 to 29 form part of these financial statements.
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PLAN.NR LIMITED
REGISTERED NUMBER: 07991574
STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2026
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 29 form part of these financial statements.
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PLAN.NR LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026
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The notes on pages 14 to 29 form part of these financial statements.
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PLAN.NR LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2026
Cash flows from operating activities
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Profit for the financial year
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Depreciation of tangible assets
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(Decrease)/increase in creditors
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Equity settled share-based payments
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Net cash provided from operating activities
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Net increase in cash at bank and in hand
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Cash at bank and in hand at beginning of year
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Cash at bank and in hand at the end of year
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Cash at bank and in hand at the end of year comprise:
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The notes on pages 14 to 29 form part of these financial statements.
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PLAN.NR LIMITED
ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 JANUARY 2026
The notes on pages 14 to 29 form part of these financial statements.
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
Plan.nr Limited is a private Company limited by shares and incorporated in England and Wales. The Company's registered number is 07991574. The address of its registered office is 30 Old Bailey, London, United Kingdom, EC4M 7AU and its principal place of business is 77 Leadenhall Street, Suite 03A101, 3rd floor, London, EC3A 3DE.
The principal activity of the Company is research and development of a software integration platform.
2.Accounting policies
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Basis of preparation of financial statements
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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 (FRS 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 management to exercise judgement in applying the Company's accounting policies (see note 3).
The financial statements are presented in Pound Sterling, which is also the Company's functional currency. This currency reflects the primary economic environment in which the Company operates, and is rounded to the nearest pound.
The following principal accounting policies have been applied:
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
The Financial Reporting Council ("FRC") has issued amendments to FRS 102 as part of the periodic review of UK accounting standards. These amendments are effective for accounting periods beginning on or after 1 January 2026. Early application is permitted, provided that all amendments are applied at the same time.
The key areas include:
Revenue Recognition (Section 23)
The amendments introduce clarification on the identification of performance obligations and the timing of revenue recognition, aligning requirements more closely with the principles of IFRS 15. Based on the Company's existing revenue arrangements and policy, no material impact is expected.
Lease accounting (Section 20)
The amendments make targeted changes to the classification, recognition, and measurement of leases to align more closely with IFRS 16. The amendments will result in the recognition of right-of use assets and corresponding lease liabilities for applicable leases that are currently classified as operating leases. The full impact of adoption has not been determined yet but it is expected to result in an increase in total assets and liabilities in the balance sheet. The directors do not expect a material impact on the income statements over the life of the lease.
Financial instruments (Sections 11 and 12)
The amendments introduce clarifications to existing recognition, measurement, and disclosure requirements. The directors do not expect these changes to have a material impact on the Company's financial statements.
The Company does not intend to early adopt these amendments.
Plan.nr Limited is reliant upon its parent company, Tray.ai Inc. for future trading. Tray.ai Inc. operates in the dynamic high-technology startup venture space based in the United States, and is dependent on continued investment to fund its growth of group operations. Although the directors are confident that Tray.ai Inc. will continue to have access to venture funding, uncertainty remains regarding the availability of such funding in the future.
The financial statements have been prepared on a going concern basis which assumes that sufficient funding will be available. The Directors have received assurance that this support will be available for a period of at least 12 months from the date of approval of the financial statements and therefore consider it appropriate to adopt the going concern basis in preparing these financial statements.
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentation currency is Pound Sterling.
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.
All other foreign exchange gains and losses are presented in the Statement of comprehensive income within ‘Administrative expenses’.
The turnover of the Company is based on a percentage mark-up on cost based on the service agreement in place with its parent, Tray.ai Inc.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in Statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Statement of comprehensive income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is charged to the Statement of comprehensive income over the remaining vesting period.
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of comprehensive income 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 reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
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 reporting date.
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.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using both the straight-line method and the reducing balance method.
Depreciation is provided on the following basis:
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 Statement of comprehensive income.
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
Short-term debtors are measured at transaction price, less any impairment.
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
In the Statement of Cash Flows, cash at bank and in hand is shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.
Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for 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 Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
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Financial instruments (continued)
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Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the Statement of comprehensive income.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument 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.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
- 20 -
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In applying the Company’s accounting policies, the Directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The Directors’ judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
3.1 Critical judgements in applying the company’s accounting policies
(i) Share-based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option or appreciation right, volatility and dividend yield and making assumptions about them. For the measurement of the fair value of equity-settled transactions with employees at the grant date, the Company uses a Black-Scholes model.
3.2 Key sources of estimation uncertainty
The Directors believe that there are no significant sources of estimation uncertainty that arise in the application of the Company's accounting policies.
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An analysis of turnover by class of business is as follows:
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All turnover arose within the United Kingdom.
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- 21 -
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Other operating income relates to R&D expenditure credit.
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The operating profit is stated after charging/(crediting):
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Research & development charged as an expense
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Depreciation on tangible assets
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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- 22 -
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Staff costs, including the Directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the Directors, during the year was as follows:
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Company contributions to defined contribution pension schemes
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During the year, retirement benefits accrued for to 2 Directors (2025: 2) in respect of defined contribution pension schemes.
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The Company paid the highest earning Director remuneration of £186,404 (2025: £186,404), along with £9,320 (2025: £9,320) in respect of defined contribution pension schemes.
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Management considers the Chief Executive Officer and Chief Technology Officer to be the key management personnel of the Company.
The total compensation paid or payable to key management personnel for the year was £391,447 (2025: £391,447) including amounts of £18,640 (2025: £18,640) in respect of defined contribution pension schemes.
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- 23 -
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Current tax on profit (loss) for the year
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Adjustments in respect of previous periods
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Total current tax expense /(credit)
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Tax expense/(credit) on profit
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2025: lower than) the standard rate of corporation tax in the UK of 25% (2025:25%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025: 25%)
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Expenses not deductible for tax purposes
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Surrender of tax losses for R&D tax credit refund
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Additional deduction for R&D expenditure
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Adjustments to tax charge in respect of previous periods
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Movement in deferred tax not recognised
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Total tax expense /(credit) for the year
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The tax expense for the year primarily reflects the introduction of the MRDEC regime, under which R&D incentives are recognised within operating income and the related tax effect is recognised within the tax charge. Accordingly, the tax position differs from the prior year due to changes in UK R&D tax legislation.
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- 24 -
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
10.Taxation (continued)
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Factors that may affect future tax charges
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At the date of authorisation of these financial statements there are no known factors that may affect future tax charges.
- 25 -
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Amounts owed by group undertakings
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Amounts owed by group undertakings relate to trading transactions entered into with parent undertaking and are unsecured, interest free and payable on demand.
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Creditors: amounts falling due within one year
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Other taxation and social security
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- 26 -
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Allotted, called up and fully paid
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9,251 (2025: 9,251) Ordinary shares of £0.01 each
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The Company has one class of ordinary shares; each ordinary share has attached to it full voting, dividend and capital distribution rights.
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Share premium account
This reserve represents the amount above the nominal value received for issued share capital, less transaction costs.
Other reserves
This includes the grant of equity of the parent company from share-based payments to employees. The shares are granted in the ultimate parent company, Tray.ai Inc.
Profit and loss account
This reserve represents the cumulative profits and losses of the Company.
- 27 -
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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The ultimate parent Company, Tray.ai Inc operates a share option plan, under which options have been granted to the Company's employees.
The scheme is equity settled as defined by Section 26 of FRS 102.
Details of the share options outstanding during the year are as follows, presented in United States Dollar:
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Weighted average exercise price (US Dollar)
2026
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Weighted average exercise price (US Dollar)
2025
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Outstanding at the beginning of the year
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Outstanding at the end of the year
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The share option scheme was valued using the Black-Scholes method as the fair value of the services received could not be estimated reliably. The Directors believe that the Black-Scholes method provides the best estimate of the fair value of the equity instruments granted.
The fair value of the share options granted in current and previous financial years was calculated using the Black Scholes model at the grant date. This is considered to be an appropriate method of calculating the fair value based on the information which was available at the time of valuation.
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Share option expense recorded in the year
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The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £215,615 (2025: £317,771). Contributions payable to the fund at the year end amounted to £45,863 (2025: £51,943).
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Commitments under operating leases
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The Company had no commitments under non-cancellable operating leases at the reporting date.
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- 28 -
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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Related party transactions
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The Company has taken advantage of the exemption under paragraph 33.1A of Financial Reporting Standard 102 not to disclose transactions with other wholly owned members of the group.
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Post balance sheet events
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There have been no significant events affecting the Company since the year end.
The immediate and ultimate parent undertaking and controlling party is Tray.ai Inc., a Company registered in United States. Their principal address is 25 Stillman St, San Francisco, CA, United States, 94107.
- 29 -
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