parent Company The majority of the Annual Report and Financial Statements relates to the Group consolidated accounts, which comprise the aggregation of all the Group s trading entities. This mandatory section reports the individual balance sheet and notes of the ultimate holding company, (the Company). Company balance sheet and 30 March Notes Fixed assets Investment in subsidiary 6 1,759 1,591 Total fixed assets 1,759 1,591 Current assets Debtors amounts falling due in less than one year 7 375 Current liabilities Creditors amounts falling due in less than one year (6) (4) Provisions for liabilities and charges 8 Net current assets 369 (4) Creditors amounts falling due after more than one year 9 (366) - Net assets 1,762 1,587 Capital and reserves Called up share capital 10/11 10 10 Retained earnings 11 1,752 1,577 Shareholders funds 1,762 1,587 The balance sheet was approved and authorised for issue by the Board of Directors on 20 May and signed on its behalf by: Matthew Lester Chief Finance Officer 146 72 Annual Report and Financial Statements for the year ended 29 March
Strategic report Governance Financial statements Other information Notes to the parent Company 1. Parent Company accounting policies Financial reporting year The financial reporting year ends on the last Sunday in March and, accordingly, these are made up for 52 weeks ended 29 March (2013-14 52 weeks ended 30 March ). Basis of preparation The of the Company were authorised for issue by the Board on 20 May. The and notes on pages 146 to 148 have been prepared in accordance with applicable UK accounting standards and law, including the requirements of the Companies Act 2006. Unless otherwise stated in the accounting policies below, the financial statements have been prepared under the historic cost accounting convention. The Company has not presented its own profit and loss account as permitted by section 408 of the Companies Act 2006. However, the results of the Company are presented in notes 4 and 11 to these. The Company has taken advantage of paragraph 2D of FRS 29 (IFRS 7) Financial instruments and has not disclosed information required by that standard as the Group s consolidated, in which the Company is included, provide equivalent disclosures for the Group under IFRS 7. No new UK accounting standards which affect the presentation of these have been issued. Investment in subsidiary The investment in subsidiary is stated at cost less any accumulated impairment losses. Debtors Debtors are recognised with an allowance for any non-collectable amounts, including where collection is no longer probable. Adoption of FRS 101 in -16 In 2012, the FRC, being the standard setting body in the UK, published FRS 101 Reduced Disclosure Framework which is available to qualifying entities that prepare their Annual Report and Accounts under EU adopted IFRS (International Financial Reporting Standards). This outlines a reduced disclosure framework available to qualifying entities and all UK entities will be required to adopt this or an alternative standard in. intends to prepare its accounts under FRS 101 for the first time in. This change is not expected to have a significant impact on the parent Company accounts. The consolidated accounts for the Group will continue to be prepared under full IFRS. The Board considers that it is in the best interests of the Group for to adopt FRS 101 Reduced Disclosure Framework. A shareholder or shareholders holding in aggregate five per cent or more of the total allotted shares in may serve objections to the use of the disclosure exemptions on, in writing, to its registered office (100 Victoria Embankment, London, EC4Y 0HQ) not later than 30 September and, if so received, may not use these disclosure exemptions. 2. Directors emoluments The Directors of the Company are not paid any fees by the Company for their services as Directors of the Company. The Directors are paid fees by other companies of the Group. These emoluments are disclosed in the Group. 3. Auditor s remuneration The auditor of the Company is not paid fees by the Company. The auditor of the Company is paid fees by other companies of the Group. This remuneration is disclosed in the Group (note 13). 4. Profit and loss account The Company is a non-trading company. The profit for the period of 207 million (2013-14 4 million loss) is primarily in respect of 210 million of dividends received from Royal Mail Group Limited, offset by management charges to and from Royal Mail Group Limited and certain transaction-related costs. 5. Taxation There is no tax charge/credit for the period. 6. Investment in subsidiary At 31 March and 12 September 2013 1,591 1,500 Investment in subsidiary charge for Employee Free Shares/LTIP/SAYE 1 168 91 and 30 March 1,759 1,591 1 Excludes 7 million (2013-14 3 million) associated National Insurance costs Annual Report and Financial Statements -15 Annual Report and Financial Statements for the year ended 29 March 147 73
Notes to the parent Company (continued) 7. Debtors amounts falling due within one year This balance mainly consists of an intercompany loan to Royal Mail Group Limited of the proceeds from the issue of the 500 million bond (note 9). 8. Provisions for liabilities and charges In relation to the transfer of Royal Mail Group Limited to the Company in 2013-14, a provision for liabilities and charges of less than 1 million remains. 9. Creditors amounts falling due after more than one year In July the Company issued 500 million 2.375 per cent Senior Fixed Rate Notes due July 2024 with a fixed annual interest coupon of 2.375 per cent. The proceeds raised were transferred to Royal Mail Group Limited. 10. Called up share capital Authorised 1,000,000,000 ordinary shares of 0.01 each 10 10 Total 10 10 Allotted and issued 1,000,000,000 ordinary shares of 0.01 each 10 10 Total 10 10 Of the issued ordinary shares, a total of 40,935 are held by the Employee Benefit Trustee (EBT). These are treated as treasury shares in the consolidated balance sheet in accordance with IAS 32 Financial Instruments: Presentation. As such, calculations of earnings per share for the Group exclude these shares. However, the Company does not hold any shares in treasury for the purposes of these separate Company. 11. Shareholders funds Called up share capital Retained earnings At 6 September 2013 (incorporation) Loss for the period (4) (4) Issue of shares in consideration for the transfer of Royal Mail Group Limited shares 1,500 1,500 Reduction of capital (1,490) 1,490 Investment in subsidiary 91 91 10 1,577 1,587 Profit for the period 207 207 Investment in subsidiary 168 168 Dividend paid - (200) (200) 10 1,752 1,762 Total 148 74 Annual Report and Financial Statements for the year ended 29 March
Strategic report Governance Financial statements Other information Statement of Directors responsibilities in respect of the parent Company The Directors are responsible for preparing the Directors report and the in accordance with applicable law and regulations. Company law requires the Directors to prepare for each financial year. Under that law the Directors have elected to prepare the in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland ) and applicable law. Under company law the Directors must not approve the 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 judgements and accounting estimates that are reasonable and prudent; State whether applicable United Kingdom (UK) Accounting Standards have been followed, subject to any material departures disclosed and explained in the ; and Prepare the 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 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. Matthew Lester 20 May Annual Report and Financial Statements -15 Annual Report and Financial Statements for the year ended 29 March 149 75
Independent Auditor s Report to the members of the parent Company We have audited the parent Company of for the period ended 29 March which comprise the parent Company balance sheet and the related notes 1 to 11. 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 Auditor s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of Directors and Auditors As explained more fully in the Statement of Directors responsibilities statement set out on page 149, the Directors are responsible for the preparation of the parent Company and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the parent Company 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 An audit involves obtaining evidence about the amounts and disclosures in the parent Company sufficient to give reasonable assurance that the parent Company are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the parent Company s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the parent Company. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Opinion on In our opinion the parent Company : Give a true and fair view of the state of the Company s affairs as at 29 March ; 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. Opinion on other matter prescribed by the Companies Act 2006 In our opinion: The part of the Directors remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006; and The information given in the Strategic report and the Directors report for the financial period for which the are prepared is consistent with the parent Company. 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or The parent Company and the part of the Directors remuneration report to be audited 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. Other matter We have reported separately on the Group of for the period ended 29 March. Richard Wilson (Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor London 20 May 150 76 Annual Report and Financial Statements for the year ended 29 March