Annual Report • Jul 17, 2023
Annual Report
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(Company Number 06032184)

A17 07/09/2021 #172 COMPANIES HOUSE
| Page | |
|---|---|
| Strategic report | 1-2 |
| Directors' report | 3 |
| Directors' responsibilities statement | 4 |
| Independent auditor's report | 5-7 |
| Profit and loss account | 8 |
| Statement of comprehensive income | 8 |
| Balance sheet | 9 |
| Statement of changes in equity | 10 |
| Notes to the financial statements | 11-15 |
The principal activity of the company is to act as a holding and investment company on behalf of International Personal Finance plc. As the vast majority of the company's transactions are determined in Euros, the functional and reporting currency of the company is the Euro.
The company participates in the group's centralised treasury arrangements with its parent and fellow subsidiaries.
In considering whether the company is a going concern, the directors have made enquiries of the reviews performed by the directors of the ultimate parent company in assessing the Group's 2021 business plan and the expected trajectory of recovery from the Covid-19 pandemic. The financial forecasts in the business plan have been stress tested in a range of downside scenarios to assess that the Group's principal risks and uncertainties (including the short and medium-term impacts of the Covid-19 pandemic) on future profitability, funding requirements and covenant compliance. In addition, the Group's debt facilities are forecast to be sufficient to fund business requirements for the foresceable future and The Group is forecast to continue to operate with significant headroom over its key financial covenants.
As at 31 December 2020, the company has net assets of E34,795,149. On the basis of their assessment of the company's Tinancial position and of the enquiries made of the directors of International Personal Finance plc, the company's directors have a reasonable expectation that the company will be able to continue in operational existence in the next 12 months from the date of approval of the financial statements. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
The Profit and loss account for the year is set out on page 8. The loss after tax for the year of £149 (2019: € 81,923) has been deducted from reserves.
The directors of International Personal Finance ple manage the Group level, rather than at an individual business unit level. For this reason, the company's directors believe that a discussion of the Group's risks would not be appropriate for an understanding of the development, performance or position of the company's business. The principal risks and uncertainties of International Finance ple, which include those of the company, are reported within the *Principal risks and uncertainties' section of the Group's annual report, which does not form part of this report, but is publicly available. However, the company has the following risk:
· The company has significant investments in other entities. There is a risk that the value of these investments may deteriorate as a result of the performance of these entities. Performance is reviewed on a regular basis and corrective action to protect the value of these investments is taken as appropriate. During the period, this review has included consideration of the impact that Covid-19 may have on the future cashflows and performance of the Company's investments. Whilst the directors acknowledge that Covid-19 has led to a challenging external environment for the company's investment entities, they remain conficient that sufficient cash flows will be received in the future to recover the investment balances in full. A shortfall in profitability compared to current expectations may result in future adjustments to investment in subsidiary balances.
Given the nature of the business, the company's directors are of the opinion that an analysis using KPIs is not necessary for an understanding of the development, performance or position of the business.
The company acts as a holding and invesunent company, the general level of activity is to remain consistent in the forthcoming year.
APPROVED BY ORDER OF THE BOARD
1562 (2008)
L Dobson Company Secretary
LEEDS
9 June 2021
The directors present their annual report together with the audited financial statements and the auditor's report of the company for the year ended 31 December 2020.
The directors are unable to recommend the payment of a dividend (2019: Enil).
The directors of the company at 31 December 2020 and at the date of this report, all of whom were directors for the whole of the year then ended, were:
| J A Lockwood | |
|---|---|
| D J Kleppen | (Appointed 24 May 2021) |
| C Nelischer | (Appointed 10 February 2020, Resigned 22 June 2020) |
| J A Ormrod | |
| G J Ryan | |
| R Ryhanen |
The company's capital structure includes a combination of ordinary called-up share capital and retained carnings.
As far as each director is aware, there is no relevant audit information of which the company's auditor is unaware. Each director has taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. This statement is given and should be interpreted in accordance with the provision of section 418(2) of the Companies Act 2006.
All principal risks and uncertainties have been assessed and disclosed in the company's strategic report and are included in this report by cross reference.
The auditors Deloitte LLP are deemed to be reappointed under Section 487(2) of the Companies Act 2006.
125000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000
L Dobson Company Secretary LEEDS 9 June 2021
נ
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 linancial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable Iaw), including FRS 101 "Reduced Disclosure Framework''. Under company law the directors must not approve the financial statements unless they are saisfied that they give a rue and fair view of the state of affairs of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with resonable accuracy at any time the financial position of the company and cnable 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.
Legislation in the United Kingdom governing the preparation of financial statements may differ from legislation in other jurisdictions.
APPROVED BY ORDER OF THE BOARD
L Dobson Company Secretary
LEEDS
9 June 2021
In our opinion the financial statements of IPF Digital Group Limited (the 'company'):
We have audited the financial statements which comprise:
The financial reporting framework that has been applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice).
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 Financial Reporting Council's (the FRC's) Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 cass 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 responsibility and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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 otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or othervise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatements themselves. If, based on the work we have performed. we conclude that there is a material misstatement of this other information. we are required to report that fact.
We have nothing to report in this regard.
As explained more fully in the statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true 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 either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so
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.
A further description of our responsibilities for the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
We considered the nature of the company's industry and its control environment, and reviewed the company's documentation of their policies and procedures relaing to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the company operates in, and identified the key laws and regulations that:
We discussed among the audit engagement team regarding the opportunities that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments, assessed whether the judgements made in making accounting estimates are indicative of a potential bias, and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
In our opinion, based on the work undertaken in the course of the audit:
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors' report.
Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:
We have nothing to report in respect of these matters.
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's members as a body, for our audit work, for this report, or for the opinions we have formed.
Peter Birch FCA (Senior Statutory Auditor) For and on behalf of Deloitte LLP Statutory Auditor Leeds, United Kingdom 9 June 2021
| Notes | 2020 € |
2019 € |
|
|---|---|---|---|
| Administration (expenses) / income | (149) | 12,411 | |
| (LOSS) / PROFIT BEFORE TAXATION | ਤੇ | (149) | 12.411 |
| Tax charge on loss | ਟੇ | (94,334) | |
| LOSS FOR THE YEAR ATTRIBUTABLE TO THE EQUITY SHAREHOLDER OF THE COMPANY |
(149) | (81,923) |
| Notes | 2020 € |
2019 ਦ |
|
|---|---|---|---|
| LOSS FOR THE YEAR | (149) | (81,923) | |
| Total comprehensive expense for the year | (149) | (81,923) |
The results shown in the Profit and loss account derive wholly from continuing activities.
The notes on pages 11 to 15 form part of these financial statements.
| Notes | 2020 € |
2019 € |
|
|---|---|---|---|
| NON CURRENT ASSETS Investments |
હ | 34,794,747 | 34,794,747 |
| 34,794,747 | 34.794,747 | ||
| CURRENT ASSETS Cash at bank and in hand |
402 | રે રે । | |
| NET CURRENT ASSETS | 402 | રે રો | |
| NET ASSETS | 34,795,149 | 34,795,298 | |
| CAPITAL AND RESERVES | |||
| Called-up share capital | 7 | 3,705,069 | 3,705,069 |
| Share premium | S | 32,805,637 | 32,805,637 |
| Capital redemption | 9 | 102,317 | 102,317 |
| Profit and loss account | (1,817,874) | (1,817,725) | |
| 34,795,149 | 34,795,298 | ||
These financial statements on pages 8 to 15 were approved and authorised for issue by the board of directors' on 9 June 2021 and were signed on its behalf by:
J A Lockwood
(Directors)
D J Kleppen
| Called-up share capital (Note 7) e |
Share premium account (Note 8) € |
Capital redemption (Note 9) € |
Profit and loss account C |
Total € |
|
|---|---|---|---|---|---|
| Balance at 1 January 2019 | 3,705,069 | 32,805,637 | 102.317 | (1,735,802) | 34,877,221 |
| Loss for the year | (81.923) | (81,923) | |||
| Total comprehensive expense for the year |
(81,923) | (81,923) | |||
| Balance at 31 December 2019 | 3,705,069 | 32,805,637 | 102.317 | (1,817,725) | 34,795,298 |
| Loss for the year | (149) | (149) | |||
| Total comprehensive expense for the year |
(149) | (149) | |||
| Balance at 31 December 2020 | 3,705,069 | 32,805,637 | 102.317 | (1,817,874) | 34,795,149 |
The principal accounting policies are summarised below. They have all been applied consistently throughout the year and the preceding year, unless otherwise stated.
IPF Digital Group Limited "the company" is a private company limited by shares incorporated and registered in England and Wales in the United Kingdom under the Companies Act. The registered office is given in note 12. The nature of the company's operations and its principal activities are set out in the strategic report on page 1.
These financial statements were prepared in accordance with FRS 101 (Financial Reporting Standard 101) · Reduced Disclosure Framework' as issued by the Financial Reporting Council.
The financial statements have been prepared on the historical cost basis. in accordance with Financial Reporting Standard 101 (FRS 101) issued by the Financial Reporting Council.
These financial statements are separate financial statements. The company is exempt from the preparation of consolidated financial statements, because it is included in the Group financial statements of International Personal Finance plc. Details of the parent in whose consolidated financial statements the company is included are shown in note 12 to the financial statements.
As permitted by FRS 101, exemptions from applying the following requirements have been adopted: 1FRS 7 "Financial Instruments: Disclosures"; IAS 7 "Statement of Cash Flows; IAS 24; "Related Party Disclosures" paragraph 7; 1AS 8 "Changes in Accounting Estimates and Errors" paragraphs 30-31; and IAS 36 "Impairment of Assets" paragraphs 134(d)-(f) and 135 (c)-(e).
The Group financial statements of International Personal Finance ple are available to the public and can be obtained as set out in note 12
Administrative expenses comprise sundry costs associated with the operation of the business recognised on an accruals basis.
c) Taxation
Deferred taxation is provided in respect of all timing differences that have originated but not reversed at the balance sheet date and is determined using the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax assess are recognised only to the extent that it is regarded as more likely than not that they will be recovered. Deferred taxation is not recognised on revalued assets unless there is a binding agreement at the balance sheet date to sell the related gain has been recognised in the Financial statements. Deferred taxation balances are not discounted.
Current tax is calculated based on taxable profit or loss for the year using tax rates that have been enacted or substantively cnacted by the balance sheet date. Where withholding tax has been suffered on overseas income received, it has been accounted for as overseas tax. Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the Group intends cither to settle on a net basis or to realise the asset and settle the liability simultaneously.
The functional currency of the company is considered to be the Euro. Transactions in foreign currencies are recorded at the rate of exchange ruling at the transaction. Assets and liabilities denominated in foreign currencies are expressed, in Euros, at the rates of exchange ruling at the financial period or the contracted rate to the extent hedged. Resultant gains or losses are taken to the profit and loss account.
The company undertakes an annual impairments in subsidiaries, which is performed by way of a comparison of the carrying value of the investment with the net assets of the subsidiary, or the future value in use. Where the carrying value is greater than the net assets or future value in use, a provision for impairment is made.
The directors have, at the time of approving the Financial Statements, a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future (12 months from the date of these Financial Statements). Thus they continue to adopt the going concern basis of accounting in the Financial Statements. Further detail is contained in the Strategic Report on page 1.
The company classifies as exceptional those significant items that are one-off in nature and do not reflect the underlying performance of the company.
Cash and cash equivalents comprise cash at bank and in hand.
Debtors and creditors do not carry interest and are stated at amortised cost as reduced by appropriate allowances for estimated irrecoverable amounts. They are recognised when the Group's right to only conditional on the passage of time. Allowances incorporate an expectation of life-time credit losses from initial recognition and are determined using an expected credit loss approach.
Interest is charged and credited at blended rates based on the cost of external finance.
In the application of the company's accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readly apparent from other sources. The directors deem that the only significant critical judgement and/or source of estimation uncertainty is regarding the carrying value of investments in subsidiaries. The directors monitor the carrying values of all investments in subsidiaries by reference to annual budgets and impair the carrying values of invesments in subsidiaries if the budgets do not support the current valuation of investments. During the period, these reviews considered the impact of Covid-19 on future cashflows and performance, as well as the impact that closure of the Group's business in Finland will have on the profitability of the company's subsidiaries. Following this review, the directors concluded that no impairment losses were required as at 31 December 2020.
The result before taxation is stated after charging:
| 2020 € |
2019 | |
|---|---|---|
| Auditor's remuneration: Fees payable to the auditor for the audit of the company's financial statements |
5,000 | 5.000 |
Fees payable to the auditor are shown for information only as the fee is reported and paid by the company's parent undertaking International Personal Finance plc.
None of the directors received any emoluments in respect of their services to the company during the year (2019: nil). All the costs of the directors' emoluments were borne by another Group company.
During the year one of the directors (2019: Ihree) exercised 67,644 (2019: 87,826) share options in shares of the company's parent undertaking International Personal Finance price of these options was Ezero (2019: Ezero)
The average monthly number of persons employed by the company, excluding executive directors, during the year was nil (2019: nil).
(a) Analysis of tax charge for the year:
| 2020 | 2019 e |
|
|---|---|---|
| Tax charge on profit / (loss) (note 5(b)) | (94,334) | |
(b) Factors affecting the tax charge for the year:
The tax charge for the year can be reconciled to the profit and loss account as follows:
| 2020 ਦ |
2019 € |
|
|---|---|---|
| Loss/profit before taxation | (149) | 12.411 |
| Expected tax (charge)/credit calculated at the standard rate of corporation tax in the UK of 19% (2019: 19%) |
28 | (2,358) |
| Movement in deferred tax not recognised Prior year adjustment |
(28) | 2,358 (94,334) |
| Total tax charge for the year (note 5(a)) | (94,334) |
(c) Factors that may affect future tax charges:
The headline rate of UK corporation tax reduced from 20% to 19% on 1 April 2017. On the 3rd March 2021 the UK Chancellor of the Exchequer announced that the corporation tax rate will increase from 19% to 25% from April 2023. The proposed change in the corporation tax rate was subsequently included in Finance Bill 2021 which was published on 11 March 2021.
At 31 December 2020, deferred tax has not been recognised in respect of €965k (2019: 6965k) as it is not considered probable that there will be future taxable against which the losses could be utilised.
Investments in subsidiary or fellow subsidiary undertakings comprise: Shares at cost € 34,794,747 At 1 January 2020 and 31 December 2020 Country of Class of Percentage Name of subsidiary or fellow subsidiary incorporation shares issued holding IPF Digital AS 100% Estonia Ordinary Address: Lootsa Str, No. 5, Tallinn, 11415, Estonia
In the opinion of the directors, the value of the company's investments in its subsidiary undertakings at the balance sheet date is not worth less than the amount at which it is stated in the balance sheet date. Further information regarding the key assumptions applied by the directors in reaching this conclusion is included in Note 2.
| 2020 ਦ |
2019 e |
|
|---|---|---|
| Authorised 30,000,000 ordinary shares of 10p each |
3,679,000 | 3,679,000 |
| Allotted, called-up and fully paid 1 January 2020 and 31 December 2020 27,763,913 ordinary shares of 10p each (2019: 27,763,913) |
3,705,069 | 3,705,069 |
| 8. Share premium |
2020 € |
2019 € |
| 1 January 2020 and 31 December 2020 | 32,805,637 | 32.805.637 |
| 9. Capital redemption |
2020 € |
2019 € |
| 1 January 2020 and 31 December 2020 | 102,317 | 102.317 |
As a wholly owned subsidiary, the company has taken advantage of the exemption in FRS 101 "Related Party Disclosures" from disclosing related party transactions with other entities included in the consolidated financial statements of International Personal Finance plc.
The company has a contingent liability for (i) guarantees given in respect of borrowings made by the company's ultimate parent undertaking and (i) guarantees given jointly and severally with the company's ultimate parent undertaking in respect of borrowings made by certain of its fellow subsidiaries to a maximum of E681,114,000 (2019: E996,379,000). At 31 December 2020 the borrowings amounted to E558,200,000 (2019: €795,968,000).
The company, whose liability is limited to a maximum of the share capital issued, is registered and domiciled in the United Kingdom, the registered office of the company is located at Number Three Leeds City Office Park, Meadow Lane, Leeds LSI 1 5BD. The immediate and ultimate parent undertaking and controlling party is International Personal Finance plc, which is the parent undertaking of the smallest and largest Group to consolidate these financial statements. Copies of that company's consolidated financial statements can be obtained from the Company Secretary, International Personal Finance plc. Number Three Leeds City Office Park, Meadow Lane, Leeds LSI 1 5BD or on the Group's website at www.ipfin.co.uk.
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