Registered number:
04580340
OXFORD CONVERSIS LIMITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2021
|
OXFORD CONVERSIS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
The Directors present their report and the financial statements for the year ended 31 December 2021.
The Directors who served during the year were:
|
|
J P Larbey
(resigned
30 June 2021
)
|
Directors' responsibilities statement
|
The Directors are responsible for preparing the Directors' 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 the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;
∙
make judgements and accounting estimates that are reasonable and prudent;
∙
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 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 to 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.
Page 1
|
OXFORD CONVERSIS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
In assessing the performance of the business, the principal financial KPIs (Key Performance Indicators) monitored by management are turnover, gross profit and EBITDA.
The Company's prime objective is to increase the sustainable levels of all three. Turnover, gross profit, gross profit margin, adjusted EBITDA and adjusted EBITDA margin are shown below:
2021 2020
£ £
Turnover
5,510,429
5,172,486
Gross profit
2,551,751
2,450,528
Gross profit margin 46.3% 47.4%
Profit before tax 649,408 822,788
Add back:
Depreciation 39,755 20,487
Interest payable - 1
Group loss relief payable 117,379 197,861
Exceptional expenditure 293,942 -
Adjusted EBITDA 1,100,484
1,041,137
Adjusted EBITDA margin 20.0% 20.1%
Disclosure of information to auditor
|
Each of the persons who are
Directors at the time when this Directors' Report is approved has confirmed that:
∙
so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙
the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
The auditor, James Cowper Kreston, will be proposed for reappointment in accordance with
section 485 of the Companies Act 2006.
In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
Page 2
|
OXFORD CONVERSIS LIMITED
REGISTERED NUMBER:
04580340
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
Provisions for liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 3
|
OXFORD CONVERSIS LIMITED
REGISTERED NUMBER:
04580340
STATEMENT OF FINANCIAL POSITION
(CONTINUED)
AS AT
31 DECEMBER 2021
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.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by
:
The notes on pages 5 to 16 form part of these financial statements.
Page 4
|
OXFORD CONVERSIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Oxford Conversis Limited is a private limited company, incorporated and domiciled in England and Wales. The Company's registered office is Office 10 Building B, Kirtlington Business Centre, Slade Farm, Kirtlington, Oxfordshire, United Kingdom, OX5 3JA.
The principal activity of the Company is that of the provision of localisation and translation services.
2.
Accounting policies
|
|
Basis of preparation of financial statements
|
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 financial statements are rounded to the nearest pound Sterling.
The following principal accounting policies have been applied:
|
|
Exemption from preparing consolidated financial statements
|
The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible by the Directors for the exemption to prepare consolidated financial statements.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙
the amount of revenue can be measured reliably;
∙
it is probable that the Company will receive the consideration due under the contract;
∙
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙
the costs incurred and the costs to complete the contract can be measured reliably.
Page 5
|
OXFORD CONVERSIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
While the impact of COVID-19 continued during the year ended 31 December 2021 and continued to present challenges during the early period in 2022 despite the UK lifting all restrictions, the pandemic has continued to have a positive impact on the performance of Oxford Conversis Limited. This is reflected in the results for the year ended 31 December 2021, where the Company achieved a profit before tax of £649,408 (2020: £825,378) and had net assets as at 31 December 2021 of £1,626,833 (2020: £1,417,815), which included cash and cash equivalents of £473,018 (2020: £612,437). The profit before tax for the year ended 31 December 2021 includes £293,942 of exceptional, one-off expenditure in relation to business structure changes undertaken in the year.
Management have prepared budgets and forecasts for a period of at least 12 months from approval of these financial statements that they consider to be achievable. Based on the forecasts prepared and the above factors, the Directors consider that the Company has adequate resources to continue in operation for the foreseeable future. Therefore, the Directors have prepared the financial statements on the going concern basis.
|
|
Operating leases: the Company as lessee
|
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
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.
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:
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.
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 accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
Page 6
|
OXFORD CONVERSIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 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.
|
|
Cash and cash equivalents
|
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, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
|
|
Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentational 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 except when deferred in other comprehensive income as qualifying cash flow hedges.
Page 7
|
OXFORD CONVERSIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
|
|
Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. 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.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Comprehensive Income over its useful economic life of 10 years.
Investments in subsidiaries are measured at cost less accumulated impairment.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
Page 8
|
OXFORD CONVERSIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
|
The average monthly number of employees, including directors, during the year was
35
(2020 -
30
)
.
|
|
On 31 December 2021, the trade and assets of Zebra Translations Limited were hived up to Oxford Conversis Limited. This resulted in investments of £546,350 being accounted for as goodwill in the Company as at 31 December 2021.
See note 13 for further details on the acquisition of Oxford Conversis Limited in the year ended 31 December 2021.
|
Page 9
|
OXFORD CONVERSIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the year on owned assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 10
|
OXFORD CONVERSIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
|
On 30 September 2021, the Company acquired 100% of the share capital of Zebra Translations Limited. On 31 December 2021, the trade and assets of Zebra Translations Limited were hived up to Oxford Conversis Limited. This resulted in investments of £546,350 being accounted for as goodwill in the Company at 31 December 2021.
|
|
|
|
The following were subsidiary undertakings of the Company:
|
|
|
|
|
|
|
|
The Corporate Trust Centre, 1209 Orange Street, Wilmington, DE 19801
|
|
|
|
|
Office 10, Building B Kirtlington Business Centre, Kidlington, OX5 3JA
|
|
|
Page 11
|
OXFORD CONVERSIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed at 31 December 2020 to the immediate parent company, Ruxley Holdings Limited, of £197,861 were secured by fixed and floating charges over the undertaking and all property and assets present and future.
Amounts owed at 31 December 2021 of £31,942 to Zebra Translations Limited are in respect of an intercompany loan arising on hive up of Zebra Translations Limited. This loan is unsecured, non-interest bearing and repayable on demand.
|
Page 12
|
OXFORD CONVERSIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
|
|
|
The provision for deferred taxation is made up as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed asset timing differences
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
|
The dilapidation provision represents Management's estimate of the expected cost of returning leased premises to their original condition on termination of the lease. This provision is expected to be utilised in the year ended 31 December 2022.
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
53,572
(2020 -
53,572
)
Ordinary A
shares of £
1.00
each
|
|
|
|
|
17,857
(2020 -
17,857
)
Ordinary B
shares of £
1.00
each
|
|
|
|
|
15,680
(2020 - nil
)
Ordinary C
shares of £
1.00
each
|
|
|
|
|
28,571
(2020 -
28,571
)
Deferred
shares of £
1.00
each
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 13
|
OXFORD CONVERSIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
12.
Share capital (continued)
On 13 September 2021, the Company issued 15,680 Ordinary C shares of £1 each for a total consideration of £109,290.
Ordinary A shares carry one vote per share and are entitled to receive distributions, Ordinary B shares carry no votes and are entitled to receive distributions and Ordinary C shares carry no votes and do not entitle the shareholder to the right to receive distributions. Deferred shares have no right to a dividend nor to vote at a general meeting.
|
Acquisition of
Zebra Translations Limited
|
|
On 30 September 2021, the Company acquired a 100% shareholding in Zebra Translations Limited for a total consideration of £546,350.
The financial position of Zebra Translations Limited on the date of acquisition was as follows:
|
|
Recognised amounts of identifiable assets acquired and liabilities assumed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Identifiable net assets
|
|
|
|
|
|
|
|
|
|
Total purchase consideration
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directly attributable costs
|
|
|
Total purchase consideration
|
|
Page 14
|
OXFORD CONVERSIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
13.
Business combinations (continued)
|
Cash outflow on acquisition
|
|
|
|
|
|
|
|
|
|
|
Purchase consideration settled in cash, as above
|
|
|
Directly attributable costs
|
|
|
|
|
|
Net cash outflow on acquisition
|
|
|
The goodwill is attributable to the profitability of the acquired business. It will not be deductible for tax purposes.
|
|
The results of Zebra Translations Limited since acquisition up to the date of hive up on 31 December 2021 are as follows:
|
|
|
|
|
Current period since acquisition
|
|
|
|
|
|
|
|
|
|
Profit for the period since acquisition
|
|
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company and amounted to £70,934 (2020: £99,848). Contributions payable at the year end total £10,336 (2020: £51,638).
Page 15
|
OXFORD CONVERSIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
|
Related party transactions
|
|
The Company has taken advantage of Section 33.1A of FRS 102 not to disclose information on transactions entered into between 100% owned group companies.
During the year ended 31 December 2021, dividends of £139,771 were paid to Garry Muddyman and £419,314 paid to Ruxley Holdings Limited (2020: £40,000 paid to Garry Muddyman and £120,000 paid to Ruxley Holdings Limited).
During the year ended 31 December 2021, the Company incurred costs of £nil (2020: £18,081) from its immediate parent company, Ruxley Holdings Limited, for accounting, tax and IT services. £nil (2020: £197,861) was owed to its immediate parent company at the year end.
During the year ended 31 December 2021, the Company incurred costs of £10,400 (2020: £nil) from the spouse of a Director for financial support services. At the year end £nil (2020: £nil) was outstanding.
During the year ended 31 December 2021, the Company made ex gratia payments amounting to £nil (2020: £85,590) in respect of Gary Muddyman and his wife leaving office and incurred consultancy fees from Gary Muddyman amounting to £nil (2020: £145,360). Consultancy fees of £nil (2020: £16,348) were outstanding at the year end and are included in trade creditors.
During the year ended 31 December 2021, the Company loaned Ruxley Holdings £330,000 (2020: £nil). At the year end £nil (2020: £nil) was outstanding.
During the year ended 31 December 2021, a Director subscribed to shares in the Company for a total consideration of £86,806 (2020: £nil). No amounts were outstanding at the year-end (2020: £nil).
|
|
Post balance sheet events
|
On 8 June 2022, the Company repurchased and subsequently cancelled 28,571 deferred shares of £1 each for total consideration of £28,571.
The immediate parent company is
Ruxley Holdings Limited
.
The ultimate control of the Company rests with the
Muddyman Family Trust
of which A M Muddyman, a Director of the Company, is a beneficiary.
The auditor's report on the financial statements for the year ended 31 December 2021 was unqualified.
The audit report was signed on
18 October 2022
by
Sue Staunton MA FCA CF
(Senior Statutory Auditor) on behalf of
James Cowper Kreston
.
Page 16
|
|