PTE (UK) Limited - Accounts

Registered number

01938992

PTE (UK) Limited

Report and Accounts

30 November 2014

PTE (UK) Limited
Report and accounts
Contents
Page
Company information	1
Directors' report	2
Strategic report	4
Independent auditors' report	5
Profit and loss account	6
Balance sheet	7
Cash flow statement	8
Notes to the accounts	9

PTE (UK) Limited

Company Information

Directors

A Beharrell

T Borsuk

S Fisher

Secretary

S Fisher

Auditors

Lachman Livingstone

136 Pinner Road

Northwood

Middlesex

HA6 1BP

Bankers

Barclays Bank Plc

The Welwyn Group

12-12A Howard Centre

Welwyn Garden City

Herts. AL8 6HA

Registered office

38 Graham Street

Islington, London

N1 8JX

Registered number

01938992

PTE (UK) Limited
Registered number:				01938992
Directors' Report
The directors present their report and accounts for the year ended 30 November 2014.
Principal activities
The company's principal activity during the year continued to be that of providing professional services as architects.
The company changed its name from Pollard Thomas Edwards Limited to PTE (UK) Limited on 28th November 2014.
Review of the business
On the 30th November 2014 the business was sold and the company ceased to trade. The Company intends to go into a members voluntary liquidation shortly after the accounts are approved.
As a result the accounts to 30 November 2014 have not been prepared on a going concern basis. The business as a whole, the trading activity of the company, Fixed assets, Debtors, Creditors, Work in Progress and other liabilities were sold under an agreement dated 18th November 2014 to Pollard Thomas Edwards LLP. All of the shareholders of the PTE (UK) Ltd have become senior partners of the LLP. The other directors have become partners of the LLP
Dividends
The directors recommended and paid a dividend of £31,577 during the year.
Directors
The following persons served as directors during the year:
	A Beharrell
	T Borsuk
	S Fisher
	R Holdsworth (resigned 30th November 2014)
	D Oliver (resigned 30th November 2014)
	C Vann (resigned 30th November 2014)
Political and charitable donations
During the year, the company made no political contributions, and its various charitable contributions amounted to £7,265 (2013- £6,010). All contributions made were less than £1,000 each, except for £1,000 to Woolwich Singers and £2,000 to the Architects Ball.
Directors' responsibilities

The directors are responsible for preparing the report and accounts in accordance with applicable law and regulations.
Company law requires the directors to prepare accounts for each financial year. Under that law the directors have elected to prepare the accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the accounts 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 accounts, the directors are required to:
●	select suitable accounting policies and then apply them consistently;
●	make judgements and 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 accounts;
●	prepare the accounts on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the accounts 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.

Disclosure of information to auditors

Each person who was a director at the time this report was approved confirms that:
●	so far as he is aware, there is no relevant audit information of which the company's auditor is unaware; and
●	he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This report was approved by the board on 30 June 2015 and signed on its behalf.

……………………………

S Fisher

Director

PTE (UK) Limited

Strategic Report

The company has performed extremely well over the last 12 months mainly as a result of new contracts and the upturn in the economic climate. The directors decided to change the structure of the business into an LLP as part of its strategic development and succession plan. The business was therefore sold to Pollard Thomas Edwards LLP as a going concern on 30 November 2014. The directors are confident that there will be a smooth transition to the LLP and anticipate that the results of the business will exceed the current year.

This report was approved by the board on 30 June 2015 and signed on its behalf.

……………………………

S Fisher

Director

PTE (UK) Limited

Independent auditors' report

to the members of PTE (UK) Limited

We have audited the accounts of PTE (UK) Limited for the year ended 30 November 2014 which comprise the Profit and Loss Account, the Balance Sheet, the Cash Flow Statement and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the accounts and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the accounts in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the accounts

A description of the scope of an audit of financial statements is provided on the APB’s website at www.frc.org.uk/auditscopeukprivate

Opinion on the accounts

In our opinion the accounts:
●	give a true and fair view of the state of the company's affairs as at 30 November 2014 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.

Emphasis of matter - Going concern
In forming our opinion on the accounts, which is not modified, we would like to draw your attention to the fact that the business was sold to Pollard Thomas Edwards LLP on the 30th November 2014. Therefore these accounts have not been prepared on a Going Concern basis.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Directors' Report and the Strategic Report for the financial year for which the accounts are prepared is consistent with the accounts.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
●	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
●	the accounts 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.
……………………………
Neville Lachman
(Senior Statutory Auditor)		136 Pinner Road
for and on behalf of		Northwood
Lachman Livingstone		Middlesex
Accountants and Statutory Auditors		HA6 1BP
30 June 2015

PTE (UK) Limited
Profit and Loss Account
for the year ended 30 November 2014
Notes						2014		2013
£							£
Turnover Continuing operations				3		-		7,280,522
Discontinued operations						11,596,401		-
Cost of sales						(4,830,986)		(3,930,818)
Gross profit						6,765,415		3,349,704
Distribution costs						(189,829)		(77,379)
Administrative expenses						(2,556,210)		(2,190,451)
Other operating income						28,012		28,345
Operating profit				4
Continuing operations						-		1,110,219
Discontinued operations						4,047,388		-
Exceptional items:
profit on the disposal of intangible asset				5		600,000		-
						4,647,388		1,110,219
Interest receivable						11,367		1,123
Profit on ordinary activities before taxation						4,658,755		1,111,342
Tax on profit on ordinary activities				8		(1,011,667)		(255,614)
Profit for the financial year						3,647,088		855,728
Statement of total recognised gains and losses
The company has no recognised gains or losses other than the profit for the above two financial years.

PTE (UK) Limited
Balance Sheet
as at 30 November 2014
Notes				2014			2013
£					£
Fixed assets
Tangible assets	10			-			114,953
				-			114,953
Current assets
Stocks	11		-			575,534
Debtors (2013)	12		-			2,025,924
Debtors	9		4,924,646			-
Cash at bank and in hand			-			1,131,588
			4,924,646			3,733,046
Creditors: amounts falling due within one year	13		-			(2,324,218)
Net current assets				4,924,646			1,408,828
Total assets less current liabilities				4,924,646			1,523,781
Provisions for liabilities
Deferred taxation	14		-			(434)
Other provisions	15		-			(214,212)
				-			(214,646)
Net assets				4,924,646			1,309,135
Capital and reserves
Called up share capital	16			4,446			4,446
Capital redemption reserve	17			5,556			5,556
Profit and loss account	18			4,914,644			1,299,133
Shareholders' funds	20			4,924,646			1,309,135
The financial statements were approved by the board and signed on its behalf on 30 June 2015
……………………………						……………………………
A Beharrell						S Fisher
Director						Director
Company number: 01938992
30 June 2015
The notes from page 9 form part of these financial statements.

PTE (UK) Limited
Cash Flow Statement
for the year ended 30 November 2014
Notes			2014		2013
£				£
Reconciliation of operating profit to net cash
inflow from operating activities
Operating profit			4,647,388		1,110,219
Depreciation and amortisation			72,430		82,326
Decrease in stocks			575,534		(424,198)
Increase in debtors			(2,898,722)		(1,122,056)
Decrease in creditors			(2,271,770)		771,676
Net cash inflow from operating activities			124,860		417,967
CASH FLOW STATEMENT
Net cash inflow from operating activities			124,860		417,967
Returns on investments and servicing of finance	21		11,367		1,123
Taxation			(1,264,016)		(89,302)
Capital expenditure	21		42,523		(74,942)
			(1,085,266)		254,846
Equity dividends paid			(31,577)		(126,307)
			(1,116,843)		128,539
(Decrease)/Increase in cash			(1,116,843)		128,539
Reconciliation of net cash flow to movement in net debt
(Decrease)/Increase in cash in the period			(1,116,843)		128,539
Change in net debt	22		(1,116,843)		128,539
Net funds at 1 December			1,116,843		988,304
Net funds at 30 November			-		1,116,843

PTE (UK) Limited
Notes to the Accounts
for the year ended 30 November 2014
1	Accounting policies
	Basis of preparation
	The accounts have been prepared under the historical cost convention and in accordance with applicable United Kingdom Accounting Standards. The business activity of the company was sold on 30 November 2014 and as a result these accounts were not prepared on a 'Going Concern' basis. As a result the balance sheet assets have been written down to realisable value and additional liabilities relating to the sale of the business have been provided for.
	Turnover
	Turnover represents the value, net of value added tax and discounts, of work carried out in respect of services provided to customers. Turnover is attributable to one continuing activity, the provision of professional architectural services, and were undertaken wholly in the United Kingdom.
	Depreciation
	Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows:
	Furniture and equipment			20% straight line
	Computer equipment			33.3% straight line
	Stocks
	Stock and Work in Progress is valued at the lower of cost and net realisable value.
2	Long term contracts
	Long term contracts are assessed on a contract by contract basis, and are included in the profit and loss account by recording turnover and related costs as contract activity progresses. Profit attributable to turnover to date is included where the outcome of the contract can be foreseen with reasonable certainty. Full provision is made for anticipated future losses on unprofitable contracts. Long term contract work in progress is stated at the lower of cost and net realisable value. Net realisable value is based on the directors' estimates of the value of work unbilled, relevant to the stage of the contract completed. On contracts in the early stages of completion, progress payments received in excess of costs are disclosed in creditors as payments on account.
	Deferred taxation
	Full provision is made for deferred taxation resulting from timing differences between the recognition of gains and losses in the accounts and their recognition for tax purposes. Deferred tax is calculated at the tax rates which are expected to apply in the periods when the timing differences will reverse, and discounted to reflect the time value of money using rates based on the post-tax yields to maturity that could be obtained at the balance sheet date on government bonds with similar maturity dates.
	Foreign currencies
	Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. All differences are taken to the profit and loss account.
	Leasing and hire purchase commitments
	Assets held under finance leases and hire purchase contracts, which are those where substantially all the risks and rewards of ownership of the asset have passed to the company, are capitalised in the balance sheet and depreciated over their useful lives. The corresponding lease or hire purchase obligation is treated in the balance sheet as a liability. The interest element of the rental obligations is charged to the profit and loss account over the period of the lease and represents a constant proportion of the balance of capital repayments outstanding. Rentals paid under operating leases are charged to income on a straight line basis over the lease term.
	Pensions
	The company operates a defined contribution pension scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.
3	Analysis of turnover					2014		2013
£							£
	By activity:
	Architectural Services					11,596,401		7,280,522
	By geographical market:
	UK					11,596,401		7,280,522
4	Operating profit					2014		2013
£							£
	This is stated after charging:
	Depreciation of owned fixed assets					72,430		82,326
	Auditors' remuneration for audit services					5,000		4,600
	Auditors' remuneration for other services					9,010		4,600
5	Exceptional items					2014		2013
£							£
	Profit on the disposal of intangible asset					600,000		-
	This represents the profit on the sale of inherent Goodwill following the sale of the business as a Going Concern on the 30 November 2014.
6	Directors' emoluments					2014		2013
£							£
	Emoluments					247,367		178,577
	Company contributions to money purchase pension schemes					121,952		168,609
						369,319		347,186
	Highest paid director:
	Emoluments					60,710		59,849
	Company contributions to money purchase pension schemes					7,880		7,382
						68,590		67,231
	Number of directors in company pension schemes:					2014		2013
Number							Number
	Money purchase schemes					3		5
7	Staff costs					2014		2013
£							£
	Wages and salaries					4,895,537		3,989,394
	Social security costs					73,170		62,812
	Other pension costs					173,544		117,271
						5,142,251		4,169,477
	Average number of employees during the year					Number	Number
	Administration					115		94
	Architects					16		11
						131		105
8	Taxation					2014		2013
£							£
	Analysis of charge in period
	Current tax:
	UK corporation tax on profits of the period					1,011,667		251,915
	Deferred tax:
	Origination and reversal of timing differences					-		3,699
	Tax on profit on ordinary activities					1,011,667		255,614
	Factors affecting tax charge for period
	The differences between the tax assessed for the period and the standard rate of corporation tax are explained as follows:
						2014		2013
£							£
	Profit on ordinary activities before tax					4,658,755		1,111,342
	Standard rate of corporation tax in the UK					21%		23%
£							£
	Profit on ordinary activities multiplied by the standard rate of corporation tax					978,339		255,609
	Effects of:
	Expenses not deductible for tax purposes					33,328		(3,694)
	Current tax charge for period					1,011,667		251,915
9	Debtors - Amount due from Pollard Thomas Edwards LLP
	The business was sold as a Going Concern on the 30th November 2014 to Pollard Thomas Edwards LLP. The breakdown of the consideration paid is detailed below.
Notes								2014
£
	Fixed assets
	Intangible assets	a						600,000
	Tangible assets	b						109,797
								709,797
	Current assets
	Long term Work in Progress					1,227,110
	Debtors	c				3,440,466
	Cash at bank and in hand					2,113,737
						6,781,313
	Creditors: amounts falling due within one year	d				(2,192,411)
	Net current assets							4,588,902
	Total assets less current liabilities							5,298,699
	Provisions for liabilities
	Other provisions	e				(374,053)
								(374,053)
	Net assets							4,924,646
10	Tangible fixed assets
				Computer Equipment		Fixtures and equipment		Total
£					£		£
	Cost
	At 1 December 2013			200,649		194,545		395,194
	Additions			32,260		35,014		67,274
	Disposals			(232,909)		(229,559)		(462,468)
	At 30 November 2014			-		-		-
	Depreciation
	At 1 December 2013			169,289		110,952		280,241
	Charge for the year			35,479		36,951		72,430
	On disposals			(204,768)		(147,903)		(352,671)
	At 30 November 2014			-		-		-
	Net book value
	At 30 November 2014			-		-		-
	At 30 November 2013			31,360		83,593		114,953
11	Stocks					2014		2013
£							£
	Work in progress					-		575,534
12	Debtors					2014		2013
£							£
	Trade debtors					-		1,277,142
	Amounts owed by group undertakings and undertakings in which the company has a participating interest					-		500,000
	Other debtors					-		110,751
	Prepayments and accrued income					-		138,031
						-		2,025,924
13	Creditors: amounts falling due within one year					2014		2013
£							£
	Bank loans and overdrafts					-		14,745
	Payments on account on long term contracts					-		1,239,761
	Trade creditors					-		65,904
	Corporation tax					-		251,915
	Other taxes and social security costs					-		517,810
	Accruals and deferred income					-		234,083
						-		2,324,218
14	Deferred taxation					2014		2013
£							£
	Accelerated capital allowances					-		434
	Undiscounted provision for deferred tax					-		434
						2014		2013
£							£
	At 1 December					434		434
	Deferred tax charge in profit and loss account					(434)		-
	At 30 November					-		434
15	Provisions for losses
								Provisions
£
	At 1 December 2013							214,212
	Additional provisions made during the period							159,841
	Transferred to PTE llp in the course of sale							(374,053)
	At 30 November 2014							-
	Provisions for losses represent losses on long term contracts that can be foreseen prior to the end of the contract.
16	Share capital	Nominal		2014		2014		2013
value			Number		£		£
	Allotted, called up and fully paid:
	Ordinary shares	£1 each		4,446		4,446		4,446
17	Capital redemption reserve					2014
£
	At 1 December 2013					5,556
	At 30 November 2014					5,556
18	Profit and loss account					2014
£
	At 1 December 2013					1,299,133
	Profit for the financial year					3,647,088
	Dividends					(31,577)
	At 30 November 2014					4,914,644
19	Dividends					2014		2013
£							£
	Dividends for which the company became liable during the year:
	Dividends paid					31,577		126,307
20	Reconciliation of movement in shareholders' funds					2014		2013
£							£
	At 1 December					1,309,135		579,714
	Profit for the financial year					3,647,088		855,728
	Dividends					(31,577)		(126,307)
	At 30 November					4,924,646		1,309,135
21	Gross cash flows					2014		2013
£							£
	Returns on investments and servicing of finance
	Interest received					11,367		1,123
	Capital expenditure
	Payments to acquire tangible fixed assets					(67,274)		(74,942)
	Receipts from sales of tangible fixed assets					109,797		-
						42,523		(74,942)
22	Analysis of changes in net debt
		At 1 Dec 2013		Cash flows		Non-cash changes		At 30 Nov 2014
£			£		£		£
	Cash at bank and in hand	1,131,588		(1,131,588)				-
	Overdrafts	(14,745)		14,745				-
				(1,116,843)
	Total	1,116,843		(1,116,843)		-		-
23	Pension commitments
	The company operates a defined contribution pension scheme - P.T.E. (Diespeker) Pension Fund for the benefit of its directors. The assets of the scheme are held separately from those of the company. The company's contribution during the year was £121,952 (2013 - £168,609). The company also operates a Group Personal Pension Plan for the benefit of its staff with Aviva. This is a money purchase scheme, funded by contributions from the company. The contributions to the scheme in the year were £173,544 (2013 - £117,271).
24	Other financial commitments
	At the year end the company had annual commitments under non-cancellable operating leases as set out below:
		Land and buildings		Land and buildings	Other		Other
		2014		2013		2014		2013
£			£		£		£
	Operating leases which expire:
	within one year	260,000		260,000		16,400		16,400
	within two to five years	1,040,000		1,300,000		16,400		36,900
		1,300,000		1,560,000		32,800		53,300
	The company has entered into a lease for the Rental of the Offfice premises. The Purchaser has agreed to take over the Leases under an agreement with the Landlord.
25	Loans to directors
	Description and conditions	B/fwd	Paid		Repaid		C/fwd
£			£		£		£
	A Beharrell
	Loan	7,500		3,334		-		10,834
	T Borsuk
	Loan	7,500		3,334		-		10,834
	S Fisher
	Loan	7,500		3,334		-		10,834
		22,500		10,002		-		32,502
	These balances were repaid within 9 months of the year end.
26	Related party transactions
	At 30th November 2014, the company was owed £257,754 (2013: £500,000) by Great James Investments Ltd, £350,934 by PTE Property (Hackney Wick) Ltd and £335,238 by PTE Property (Wallis North) Ltd. The above companies are partly owned by the shareholders of PTE (UK) Ltd. All of the above amounts are considered recoverable. The company, Pollard Thomas Edwards Ltd. also undertook architectural services for a number of related companies. Any relevant unbilled cost is included in Work in Progress for the year. The business was sold on 30 November 2014 to Pollard Thomas Edwards LLP, the partners of which are shareholders and directors of the company. The amount owed from Pollard Thomas Edwards LLP at the year end was £4,924,646.
27	Ultimate controlling party
	The company is controlled by A Beharrell, S Fisher and T Borsuk by virtue of their 100% ownership of the issued ordinary share capital of the company.