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Plan.nr Limited
Registered number: 07991574
Annual report
For the year ended 31 January 2021
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PLAN.NR LIMITED
REGISTERED NUMBER: 07991574
STATEMENT OF FINANCIAL POSITION
AS AT 31 JANUARY 2021
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Debtors: amounts falling due after more than one year
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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 have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
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PLAN.NR LIMITED
REGISTERED NUMBER: 07991574
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 JANUARY 2021
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 12 form part of these financial statements.
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2021
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 Tower Bridge House, St Katharine's Way, London, United Kingdom, E1W 1DD.
The principal activity of the company is the 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 Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The prior period financial statements for the company were unaudited.
The financial statements have been presented in Pound Sterling as this is the currency of the primary economic environment in which the company operates and is rounded to the nearest pound.
The following principal accounting policies have been applied:
The directors have assessed the company's ability to continue as a going concern and have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. In doing this, they have considered the results for the period, expectations of future trading and the availability of continued funding.
Plan.nr Ltd is reliant upon its parent company, Tray.io Inc. for future trading. Tray.io Inc 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 Tray.io, Inc. will continue to have access to venture funding, there is an inherent uncertainty of this need or that outcome. These facts indicate that a material uncertainty exists that may cast significant doubt on the ability of Plan.nr Ltd to continue as a going concern.
On the basis of this assessment the directors are satisfied that there is sufficient evidence the company will continue as a going concern and so the financial statements have been prepared on this basis.
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2021
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 GBP.
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.
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.
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.
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2021
2.Accounting policies (continued)
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 profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of financial position. The assets of the plan are held separately from the company in independently administered funds.
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 reporting date in the countries where the company operates and generates income.
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 the straight-line method.
Depreciation is provided on the following basis:
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Furniture, fittings and equipment
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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.
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2021
2.Accounting policies (continued)
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.
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Cash and cash equivalents
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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.
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 only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable.
Financial assets
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is identified, an impairment loss is recognised in profit or loss.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and its recoverable amount, which is an estimate of the amount that the company would receive for the asset if it were to be sold at the reporting date.
Financial liabilities
Basic financial liabilities, including trade and other payables are initially recognised at transaction price, unless the arrangement constitute a financing transaction, where the debt instrument is measured at the present value of the future receipts discontinued at a rate of interest.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transactions price and subsequently measured at amortised costs.
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an 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.
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2021
2.Accounting policies (continued)
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Financial instruments (continued)
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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 do not consider there to be any key sources of estimation uncertainty.
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The average monthly number of employees, including the directors, during the year was 148 (2020: 61).
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2021
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Furniture, fittings and equipment
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At 31 January 2020 (unaudited)
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2021
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Due after more than one year
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Other debtors represent rental deposits.
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Amounts owed by group undertakings
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Amounts owed by group undertakings are unsecured, interest free and payable on demand.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2021
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The ultimate parent company, Tray.Io Inc operates a share option plan, under which options have been granted to Plan.NR employees.
The scheme is equity settled as defined by Section 26 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 (cents)
2021
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Weighted average exercise price (cents)
2020
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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-Sholes 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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The share option expense recorded in the year
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Allotted, called up and fully paid
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9,251 (2020: 9,251) Ordinary shares of £0.01 (2020: £0.01) each
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Each ordinary share has attached to it full voting, dividend and capital distribution rights.
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2021
During the year it was identified that Plan.NR had a share option scheme which should have been accounted for in the prior years. The financial statements have been re-stated to include the share option scheme.
During the year the parent entity reviewed the intercompany balances, on review they identified misstatements in the treatment of intercompany transactions with Plan.nr Limited. The financial statements have been re-stated to amend for this.
The company makes contributions into defined contribution pensions schemes on behalf of certain employees. The assets of the schemes are held separately from those of the company in independently administered funds. At the year end, an amount of £83,592 (2020: £22,449) was payable to the scheme and is included within other creditors.
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Commitments under operating lease
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At 31 January 2021 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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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.Io Inc, a company registered in United States. Their principal address is 25 Stillman St, San Francisco, CA, United States, 94107.
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PLAN.NR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2021
The auditor's report on the financial statements for the year ended 31 January 2021 was unqualified.
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In their report, the auditor emphasised the following matters without qualifying their report:
Material uncertainty related to going concern
We draw attention to note 2.2 in the financial statements, which indicates that the company is dependent on financial support from its parent company. There is uncertainty over the ability of the parent company to provide such support, and as such there is a material uncertainty over the ability of the company to continue as a going concern.
As stated in note 2.2, these events or conditions, along with the other matters as set forth in this note to the financial statements, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other matter
Without qualifying our opinion we draw attention to note 2.1 to the financial statements and the fact that the comparative information in the accounts was unaudited as the company was entitled to exemption from audit.
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The audit report was signed on 15 February 2022 by Gerhard Bonthuys (Senior statutory auditor) on behalf of Mazars LLP.
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