Company Number:
DIRECTORS' REPORT
The directors present their annual report and the audited financial statements for the year ended 31 December 2009.
For this accounting period, the accounting policies of the parent company have been adopted in full.
PRINCIPAL ACTIVITIES AND FUTURE DEVELOPMENTS
BUSINESS REVIEW AND RESULTS
The directors are satisfied with the company's performance for the period. The results for the period are shown in the Statement of Comprehensive Income and notes thereto.
DIVIDENDS
The directors have not paid an interim dividend (9 months ended 31 December 2008 �52,000) and they do not propose the payment of a final dividend (9 months ended 31 December 2008: �nil).
DIRECTORS
The directors who served during the year were as follows:
Mr J P Green and Mrs S D Orange are also directors of the intermediate parent undertaking BBBBB Parent Limited.
DISCLOSURE OF INFORMATION TO AUDITORS
CREDITOR PAYMENT POLICY
The company's policy concerning the payment of suppliers for the next financial year is to agree terms of payment in advance and to make the payment in accordance with agreed terms and any other legal obligations.
As at 31 December 2009 creditor days were 20 days (As at 31 December 2008: 41 days).
POLITICAL AND CHARITABLE DONATIONS
The company made no political contributions or charitable donations during the year (9 months ended 31 December 2008: �nil).
AUDITORS
A resolution to re-appoint XYZ LLP as auditors will be proposed at the next Annual General Meeting.
By order of the board
J P Green
Director
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Annual 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 financial statements in accordance with IFRSs as adopted by the EU and applicable laws.
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 and then apply them consistently;
make Judgments and estimates that are reasonable and prudent;
state whether they have been prepared in accordance with IFRSs as adopted by the EU; 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 disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BBBBB Limited
We have audited the financial statements of BBBBB Limited for the year ended 31 December 2009 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
This report, including the opinions, has been prepared for and only for the company's members, as a body, in accordance with sections 495 and 496 of the Companies Act 2006 and for no other purpose. We do not, in giving those opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Respective responsibilities of directors and auditors
Scope of the audit of the financial statements
Opinion
In our opinion:
the financial statements give a true and fair view, in accordance with IFRSs as adopted by the EU, of the state of the company's affairs as at 31 December 2009 and of its profit for the period then ended;
the financial statements have been properly prepared in accordance with the Companies Act 2006; and
the information given in the Directors' Report is consistent with the financial statements.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.
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 visited by us; or
the financial statements are not in agreement with the accounting records or 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.
Senior Statutory Auditor
for and on behalf of
Chartered Accountants
Statement of Comprehensive Income |
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FOR THE YEAR ENDED 31 December 2009 |
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Year ended |
9 months ended |
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31 December |
31 December |
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2009 |
2008 |
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Notes |
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Revenue |
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Cost of sales |
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Gross Profit |
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Administrative expenses |
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Profit from operations |
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Financial income |
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Financial expenses |
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Net financing costs |
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Profit before tax |
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Taxation |
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Profit for the year |
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Statement of Financial Position |
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AS AT
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As at |
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31 December |
31 December |
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2009 |
2008 |
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Notes |
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� |
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Non-current assets |
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Intangible assets |
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Property plant and equipment |
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Deferred tax |
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Current assets |
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Trade and other receivables |
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Cash and cash equivalents |
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Total current assets |
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Total assets |
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Current liabilities |
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Trade and other payables |
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Income tax payable |
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Long term liabilities |
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Deferred tax |
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Total liabilities |
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Equity |
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Share capital |
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Reserves |
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Retained earnings |
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Total equity |
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Total equity and liabilities |
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These accounts were approved by the
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Director |
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Statement of Cash Flows |
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FOR THE YEAR ENDING 31 December 2009 |
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Year ended |
9 months ended |
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31 December |
31 December |
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2009 |
2008 |
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Notes |
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� |
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Cash flows from operating activities |
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Profit before taxation |
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Adjustments for: |
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Depreciation and amortisation charges |
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(Increase) in trade and other receivables |
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Increase in trade and other payables |
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Financial expense |
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Financial income |
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Cash generated from operating activities |
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Income taxes paid |
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Dividends paid |
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Interest paid |
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Net cash from operating activities |
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Cash generated from investing activities |
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Purchase of intangible assets |
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Purchases of property, plant and equipment |
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Interest received |
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Net cash from investing activities |
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Net increase/(decrease) in cash and cash equivalents |
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Cash and cash equivalents at 1 April |
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Cash and cash equivalents at 1 January |
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Cash and cash equivalents at 31 December |
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NOTES TO THE FINANCIAL STATEMENTS
1. Accounting Policies
The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the company's accounts:
(a) Basis of accounting
(b) Revenue Recognition
Where the company agrees to provide a service for a fixed period, revenue is allocated on a monthly basis, for the period of the contract. Revenue which is transactional is invoiced and recognised in the month it is generated.
For larger development projects, revenue is recognised when all of the following has occurred:
can be reliably measured;
is probable that the economic benefits will flow to the company;
at the balance sheet date the stage of completion can be measured reliably;
transaction costs and costs to completion can be measured reliably.
All revenue arises on the sale of products and services relating to the principal activities of the company.
Interest income is recognised on an accruals basis.
(c) Going concern
The financial statements have been prepared on a going concern basis assuming the continued support of the company's ultimate parent undertaking. The directors have reviewed the results of the company's operations in the period 1 January 2009 to the date of approval of the financial statements and have made forecasts of its performance in the subsequent 12 months. They have also received assurances of continued financial support from the ultimate parent undertaking. In view of this the director's consider that the company will continue to be able to meet its liabilities as they fall due and that the financial statements can therefore be prepared on the going concern basis.
(d) Property, plant and equipment
Property, plant and equipment are stated in the Statement of Financial Position at cost less accumulated depreciation.
Depreciation is charged so as to write off the cost of assets over their estimated useful lives on the following bases:
Fixtures and fittings - Office Equipment |
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Fixtures and fittings - Computer Equipment |
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(e) Intangible assets
Deferred Development costs |
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In accordance with IAS36: Impairment, an impairment review of those products under development, which are not yet available for sale at the Statement of Financial Position date is undertaken by the company.
The results of this review performed at 31 December 2009 confirmed there were no indications of impairment.
(f) Operating Leases
(g) Taxation
Income tax on the profits for the year comprises current tax and deferred tax. Income tax is recognised in the Statement of Comprehensive Income except where items are recognised directly in equity, in which case the associated income tax asset or liability is recognised.
Current tax is the expected tax payable on the income for the year, using tax rates enacted or substantially enacted at the Statement of Financial Position date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the Statement of Financial Position liability method, which recognises temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. It is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which temporary differences reverse, based on tax rates and laws enacted or substantively enacted at the Statement of Financial Position date.
(h) Pensions
All company employees are entitled to be members of the BBBBB Group stakeholder pension scheme, the assets of which are held in an independently administered scheme.
Contributions are charged to the Statement of Comprehensive Income and are included in staff costs.
(i) Cash and cash equivalents
For the purpose of the Statement of Cash Flows, cash comprises cash in hand and loans and advances to credit institutions repayable on demand, and cash and cash equivalents comprise highly liquid investments that are convertible into cash with an insignificant risk of changes in value with original maturities of three months or less.
The Statement of Cash Flows has been prepared using the indirect method.
(j) Net financing costs
Net financing costs comprise interest payable on borrowings calculated using the effective interest rate method, dividends on redeemable preference shares, interest receivable on funds invested, dividend income, foreign exchange gains and losses on hedging instruments that are recognised In the Statement of Comprehensive Income.
Interest income is recognised in the Statement of Comprehensive Income as it accrues, using the effective interest rate method.
2. Profit from operations |
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Year ended |
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9 months ended |
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31 December |
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31 December |
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2009 |
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2008 |
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� |
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� |
Profit from operations has been arrived at after charging: |
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Depreciation of property, plant and equipment |
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Staff costs excluding amounts capitalised (see note 5) |
307,660 |
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82,640 |
Rentals payable under operating leases |
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Auditors' remuneration and expenses: |
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Audit of the financial statements |
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3. Financial income |
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Year ended |
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9 months ended |
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31 December |
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31 December |
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2009 |
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2008 |
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� |
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� |
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Interest receivable |
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4. Finance costs |
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Year ended |
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9 months ended |
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31 December |
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31 December |
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2009 |
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2008 |
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� |
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� |
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Interest payable |
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(
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5. Staff numbers and costs |
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The average monthly number of persons employed by the company (including directors) during the period was as follows: |
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Sales and operations |
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The aggregate payroll costs of these persons was as follows: |
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Year ended |
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9 months ended |
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31 December |
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31 December |
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2009 |
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2008 |
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� |
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� |
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Wages and salaries |
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Social security costs |
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Other pension costs |
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6. Directors' remuneration and transactions |
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Year ended |
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9 months ended |
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31 December |
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31 December |
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2009 |
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2008 |
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� |
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� |
Remuneration |
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The remuneration of the directors was as follows: |
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Emoluments |
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Company contributions to money purchase pension schemes |
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Highest Paid Director |
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The above amounts for remuneration. include the following in respect of the highest paid director |
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Emoluments |
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Payments to defined contribution schemes |
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7. Taxation |
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Year ended |
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9 months ended |
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31 December |
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31 December |
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2009 |
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2008 |
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� |
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� |
a) Analysis of Income tax in the period at 28% |
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Current tax |
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Current tax at 28% |
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Adjustment In respect of prior years |
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Total Current Tax |
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Deferred tax expense |
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Origination and reversal of temporary differences |
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Adjustment in respect of prior years |
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Total Deferred Tax |
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Income tax expense |
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b) Factors affecting tax charge in the period |
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A reconciliation of tax on profit on ordinary activities at the standard UK corporation tax rate to the actual tax expense is as follows: |
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Profit on ordinary activities before tax |
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Tax on profit on ordinary activities at UK standard rate of 28% (31 December 2008: 28%) |
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Effects of: |
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expenses not deductible for tax purposes |
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adjustment to tax expense in respect of prior periods |
(193) |
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adjustment to tax expense in respect of other issues |
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Income tax expense |
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8. Intangible Fixed Assets |
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Deferred Development Costs |
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Total |
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� |
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� |
Cost |
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At 1 January 2009 |
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Additions |
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At 31 December 2009 |
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Accumulated Depreciation and impairment |
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At 1 January 2009 |
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Depreciation charge for the year |
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At 31 December 2009 |
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Carrying amounts |
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At 1 January 2009 |
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At 31 December 2009 |
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Deferred Development Costs |
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Total |
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� |
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� |
Cost |
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At 1 April 2008 |
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Additions |
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At 31 December 2008 |
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Accumulated Depreciation and impairment |
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At 1 April 2008 |
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Depreciation charge for the year |
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At 31 December 2008 |
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Carrying amounts |
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At 1 April 2008 |
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At 31 December 2008 |
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9. Property, plant and equipment |
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Fixtures and Fittings |
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Total |
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� |
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� |
Cost |
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At 1 January 2009 |
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Additions |
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At 31 December 2009 |
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Accumulated Depreciation and impairment |
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At 1 January 2009 |
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Depreciation charge for the year |
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At 31 December 2009 |
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Carrying amounts |
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At 1 January 2009 |
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At 31 December 2009 |
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Fixtures and Fittings |
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Total |
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� |
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� |
Cost |
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At 1 April 2008 |
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Additions |
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At 31 December 2008 |
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Accumulated Depreciation and impairment |
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At 1 April 2008 |
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Depreciation charge for the year |
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At 31 December 2008 |
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Carrying amounts |
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At 1 April 2008 |
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At 31 December 2008 |
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None of the above assets are held under finance leases. |
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10. Trade and other receivables |
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Year ended |
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9 months ended |
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31 December |
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31 December |
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2009 |
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2008 |
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� |
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� |
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Prepayments and accrued income |
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Trade debtors |
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Amounts due from group undertakings |
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Total |
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The ageing of trade debtors at the reporting date was:
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2009 |
2009 |
2008 |
2008 |
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� |
� |
� |
� |
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Gross |
Impairment |
Gross |
Impairment |
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Not past due |
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0 |
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0 |
Past due 0-30 days |
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Past due 31-60 days |
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Past due 61-90 days |
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Total |
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There was no movement in the allowance for impairment in the current or preceding periods. |
11. Cash and cash equivalents |
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Year ended |
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9 months ended |
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31 December |
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31 December |
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2009 |
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2008 |
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� |
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� |
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Bank balances |
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12. Trade and other payables |
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Year ended |
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9 months ended |
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31 December |
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31 December |
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2009 |
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2008 |
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� |
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� |
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Trade creditors |
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Amounts owed to group undertakings |
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VAT |
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Other creditors |
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All amounts owed to the parent undertaking are repayable on demand. |
13. Deferred tax assets and liabilities |
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Deferred tax liabilities are attributable to the following: |
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Assets |
Liabilities |
Net |
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2009 |
2008 |
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2009 |
2008 |
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2009 |
2008 |
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� |
� |
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� |
� |
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� |
� |
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Property, plant and equipment |
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The movement on the deferred tax account is as shown below: |
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|
|
|
|
Balance |
|
Recognised In |
|
Balance |
|
|
as at |
|
Statement of |
|
as at |
|
|
1 January 2009 |
|
Comprehensive Income |
|
31 December 2009 |
|
|
� |
|
� |
|
� |
Property, plant and equipment |
|
|
|
(
|
|
|
|
|
|
|
|
|
|
Deferred tax liability |
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
Balance |
|
Recognised In |
|
Balance |
|
|
as at |
|
Statement of |
|
as at |
|
|
1 January 2009 |
|
Comprehensive Income |
|
31 December 2009 |
|
|
� |
|
� |
|
� |
Property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax asset |
|
|
|
|
|
|
14. Share Capital |
|
|
|
|
|
|
Year ended |
|
9 months ended |
|
|
31 December |
|
31 December |
|
|
2009 |
|
2008 |
|
|
� |
|
� |
Authorised, issued and fully paid |
|
|
|
|
Ordinary shares of �
|
|
|
|
|
15. Reconciliation of movement in capital and reserves |
||||||
|
|
|
|
|
|
|
|
|
Share Capital |
|
Retained Earnings |
|
Total Equity |
|
|
� |
|
� |
|
� |
|
|
|
|
|
|
|
Balance at 1 January 2009 |
|
|
|
|
|
|
Profit for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 April 2008 |
|
|
|
|
|
|
Profit for the period |
|
|
|
|
|
|
Dividends for the period |
|
|
|
(
|
|
(
|
|
|
|
|
|
|
|
Balance at 31 December 2008 |
|
|
|
|
|
|
16. Operating leases and commitments |
|
|
|
|
|
|
|
|
|
The company has the following commitments due under operating leases at the Statement of Financial Position date: |
||||
|
|
As at |
|
As at |
Land and Buildings |
|
31 December |
|
31 December |
|
|
2009 |
|
2008 |
|
|
� |
|
� |
On leases expiring: |
|
|
|
|
Within one year |
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||
|
|
|
|
|
17. Related Party Transactions |
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
Year ended |
|
9 months ended |
|
|
31 December |
|
31 December |
|
|
2009 |
|
2008 |
a) Sales of goods and services: |
|
� |
|
� |
|
|
|
|
|
Trade Sales |
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
b) Purchases of goods and services: |
|
|
|
|
|
|
|
|
|
Purchases of goods |
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
c) Outstanding balances: |
|
|
|
|
|
|
As at |
|
As at |
|
|
31 December |
|
31 December |
|
|
2009 |
|
2008 |
|
|
� |
|
� |
|
|
|
|
|
Sale of goods and services |
|
|
|
|
Purchase of goods and services |
|
(
|
|
|
Funding |
|
|
|
(
|
|
|
|
|
|
Total |
|
5,711 |
|
(4,914) |
|
|
|
|
|
18. Ultimate Parent Undertaking |
|
|
|
|
|
|
|
|
|
|