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Report of the Director and |
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Audited Financial Statements |
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for the Period |
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1 January 2019 to 31 October 2019 |
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for |
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ESPIAL GROUP LIMITED |
REGISTERED NUMBER:
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Report of the Director and |
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Audited Financial Statements |
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for the Period |
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1 January 2019 to 31 October 2019 |
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for |
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ESPIAL GROUP LIMITED |
ESPIAL GROUP LIMITED (REGISTERED NUMBER: 05372859) |
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Contents of the Financial Statements |
for the Period 1 January 2019 to 31 October 2019 |
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Page |
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Company Information | 1 |
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Report of the Director | 2 |
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Report of the Independent Auditors | 4 |
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Income Statement | 7 |
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Other Comprehensive Income | 8 |
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Balance Sheet | 9 |
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Statement of Changes in Equity | 10 |
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Notes to the Financial Statements | 11 |
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ESPIAL GROUP LIMITED |
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Company Information |
for the Period 1 January 2019 to 31 October 2019 |
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DIRECTOR: |
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REGISTERED OFFICE: |
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REGISTERED NUMBER: |
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AUDITORS: |
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337 Bath Road |
Slough |
Berkshire |
SL1 5PR |
ESPIAL GROUP LIMITED (REGISTERED NUMBER: 05372859) |
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Report of the Director |
for the Period 1 January 2019 to 31 October 2019 |
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The director presents his report with the financial statements of the company for the period 1 January 2019 to 31 October 2019. |
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DIVIDENDS |
No dividends will be distributed for the period ended 31 October 2019. |
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DIRECTORS |
The directors who have held office during the period from 1 January 2019 to the date of this report are as |
follows: |
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STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Report of the Director and the financial statements in |
accordance with applicable law and regulations. |
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Company law requires the director to prepare financial statements for each financial year. Under that law |
the director has elected to prepare the financial statements in accordance with United Kingdom Generally |
Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including |
Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of |
Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is required to: |
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- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements; |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
company will continue in business. |
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The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is |
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. |
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STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the |
Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he |
ought to have taken as a director in order to make himself aware of any relevant audit information and to |
establish that the company's auditors are aware of that information. |
ESPIAL GROUP LIMITED (REGISTERED NUMBER: 05372859) |
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Report of the Director |
for the Period 1 January 2019 to 31 October 2019 |
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AUDITORS |
The auditors, Masons Statutory Auditors, will be proposed for re-appointment at the forthcoming Annual |
General Meeting. |
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ON BEHALF OF THE BOARD: |
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Report of the Independent Auditors to the Members of |
Espial Group Limited |
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Opinion |
We have audited the financial statements of Espial Group Limited (the 'company') for the period ended |
31 October 2019 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, |
Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant |
accounting policies. The financial reporting framework that has been applied in their preparation is |
applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The |
Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally |
Accepted Accounting Practice). |
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In our opinion the financial statements: |
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give a true and fair view of the state of the company's affairs as at 31 October 2019 and of its profit for the
period then ended; |
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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. |
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Basis for opinion |
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 Auditors' |
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 FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in |
accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and |
appropriate to provide a basis for our opinion. |
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Conclusions relating to going concern |
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us |
to report to you where: |
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the director's use of the going concern basis of accounting in the preparation of the financial statements is
not appropriate; or |
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the director has not disclosed in the financial statements any identified material uncertainties that may cast
significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. |
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Other information |
The director is responsible for the other information. The other information comprises the information in the |
Report of the Director, but does not include the financial statements and our Report of the Auditors thereon. |
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Our opinion on the financial statements does not cover the other information and, except to the extent |
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
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In connection with our audit of the financial statements, our responsibility is to read the other information |
and, in doing so, consider whether the other information is materially inconsistent with the financial |
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we |
identify such material inconsistencies or apparent material misstatements, we are required to determine |
whether there is a material misstatement in the financial statements or a material misstatement of the other |
information. 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. |
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Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
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the information given in the Report of the Director for the financial year for which the financial
statements are prepared is consistent with the financial statements; and |
- | the Report of the Director has been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Espial Group Limited |
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Matters on which we are required to report by exception |
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 material misstatements in the Report of the Director. |
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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: |
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adequate accounting records have not been kept, or returns adequate for our audit have not been received
from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of director's remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
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Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is |
responsible for the preparation of the financial statements and for being satisfied that they give a true and |
fair view, and for such internal control as the director determines necessary to enable the preparation of |
financial statements that are free from material misstatement, whether due to fraud or error. |
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In preparing the financial statements, the director is 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 director either intends to liquidate the company or to cease |
operations, or has no realistic alternative but to do so. |
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Auditors' responsibilities for the audit of the financial statements |
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 a Report of the Auditors 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. |
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A further description of our responsibilities for the audit of the financial statements is located on the |
Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms |
part of our Report of the Auditors. |
Report of the Independent Auditors to the Members of |
Espial Group Limited |
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Use of our report |
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 a Report of the Auditors 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. |
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for and on behalf of
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337 Bath Road |
Slough |
Berkshire |
SL1 5PR |
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ESPIAL GROUP LIMITED (REGISTERED NUMBER: 05372859) |
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Income Statement |
for the Period 1 January 2019 to 31 October 2019 |
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Period |
1.1.19 |
to | Year Ended |
31.10.19 | 31.12.18 |
Notes | £ | £ |
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TURNOVER |
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Administrative expenses |
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(725,337 | ) | - |
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Other operating income |
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OPERATING PROFIT and |
PROFIT BEFORE TAXATION |
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Tax on profit | 6 |
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PROFIT FOR THE FINANCIAL
PERIOD |
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ESPIAL GROUP LIMITED (REGISTERED NUMBER: 05372859) |
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Other Comprehensive Income |
for the Period 1 January 2019 to 31 October 2019 |
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Period |
1.1.19 |
to | Year Ended |
31.10.19 | 31.12.18 |
Notes | £ | £ |
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PROFIT FOR THE PERIOD |
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OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE
INCOME FOR THE PERIOD |
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ESPIAL GROUP LIMITED (REGISTERED NUMBER: 05372859) |
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Balance Sheet |
31 October 2019 |
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31.10.19 | 31.12.18 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Investments | 7 |
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CURRENT ASSETS |
Debtors | 8 |
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CREDITORS |
Amounts falling due within one year | 9 |
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NET CURRENT ASSETS |
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TOTAL ASSETS LESS CURRENT
LIABILITIES |
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CAPITAL AND RESERVES |
Called up share capital | 10 |
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Share premium | 11 |
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Retained earnings | 11 | ( |
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SHAREHOLDERS' FUNDS |
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The financial statements were approved by the director and authorised for issue on
were signed by: |
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ESPIAL GROUP LIMITED (REGISTERED NUMBER: 05372859) |
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Statement of Changes in Equity |
for the Period 1 January 2019 to 31 October 2019 |
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Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
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Balance at 1 January 2018 |
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Changes in equity |
Balance at 31 December 2018 |
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Changes in equity |
Total comprehensive income | - |
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Balance at 31 October 2019 |
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ESPIAL GROUP LIMITED (REGISTERED NUMBER: 05372859) |
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Notes to the Financial Statements |
for the Period 1 January 2019 to 31 October 2019 |
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1. | STATUTORY INFORMATION |
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Espial Group Limited is a
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company's registered number and registered office address can be found on the Company Information |
page. |
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The presentation currency of the financial statements is the Pound Sterling (£). |
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2. | STATEMENT OF COMPLIANCE |
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3. | ACCOUNTING POLICIES |
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Basis of preparing the financial statements |
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Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemptions in preparing these financial |
statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and |
Republic of Ireland": |
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• | the requirements of Section 4 Statement of Financial Position paragraph 4.12(a)(iv); |
• | the requirements of Section 7 Statement of Cash Flows; |
• | the requirement of Section 3 Financial Statement Presentation paragraph 3.17(d); |
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the requirements of Section 11 Financial Instruments paragraphs 11.41(b), 11.41(c), 11.41(e),
11.41(f), 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
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the requirements of Section 12 Other Financial Instruments paragraphs 12.26, 12.27, 12.29(a),
12.29(b) and 12.29A; |
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the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and
26.23; |
• | the requirement of Section 33 Related Party Disclosures paragraph 33.7. |
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Preparation of consolidated financial statements |
The financial statements contain information about Espial Group Limited as an individual company |
and do not contain consolidated financial information as the parent of a group. The company is |
exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated |
financial statements as it and its subsidiary undertaking are included by full consolidation in the |
consolidated financial statements of its parent, Enghouse Systems Limited, 80 Tiverton Court, Suite |
800, Markham, Ontario L3R 0G4, Canada. |
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Significant judgements and estimates |
Management make estimates and assumptions concerning the future. The resulting accounting |
estimates and judgements by definition, seldom equal the related actual results. There are no estimates |
and assumptions that have a significant risk of causing material adjustment to the carrying amounts of |
assets and liabilities within the next financial period. |
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Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
ESPIAL GROUP LIMITED (REGISTERED NUMBER: 05372859) |
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Notes to the Financial Statements - continued |
for the Period 1 January 2019 to 31 October 2019 |
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3. | ACCOUNTING POLICIES - continued |
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Financial instruments |
The company only enters into basic financial instruments that result in the recognition of financial |
assets and liabilities. |
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Short term debtors are measured at transaction price, less any impairment. Long term debtors and loan |
receivable are measured initially at transaction price, net of transaction costs and are subsequently |
measured at fair value using the effective interest method, less any impairment. |
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty |
on notice of withdrawal. Cash equivalents are readily convertible to known amounts of cash with |
insignificant risk of change in value. |
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Short term creditors are measured at transaction price. Long term creditors and loans are measured |
initially at transaction price, net of transaction costs and are subsequently measured at fair value using |
the effective interest method. |
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Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Income |
Statement, except to the extent that it relates to items recognised in other comprehensive income or |
directly in equity. |
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Current or deferred taxation assets and liabilities are not discounted. |
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Current tax is recognised at the amount of tax payable using the tax rates and laws that have been |
enacted or substantively enacted by the balance sheet date. |
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Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at |
the balance sheet date. |
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Timing differences arise from the inclusion of income and expenses in tax assessments in periods |
different from those in which they are recognised in financial statements. Deferred tax is measured |
using tax rates and laws that have been enacted or substantively enacted by the period end and that are |
expected to apply to the reversal of the timing difference. |
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Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable |
that they will be recovered against the reversal of deferred tax liabilities or other future taxable |
profits. |
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4. | EMPLOYEES AND DIRECTORS |
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There were no staff costs for the period ended 31 October 2019 nor for the year ended |
31 December 2018. |
ESPIAL GROUP LIMITED (REGISTERED NUMBER: 05372859) |
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Notes to the Financial Statements - continued |
for the Period 1 January 2019 to 31 October 2019 |
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4. | EMPLOYEES AND DIRECTORS - continued |
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Period |
1.1.19 |
to | Year Ended |
31.10.19 | 31.12.18 |
£ | £ |
Directors' remuneration |
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5. | OPERATING PROFIT |
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The operating profit is stated after charging/(crediting): |
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Period |
1.1.19 |
to | Year Ended |
31.10.19 | 31.12.18 |
£ | £ |
Loss on disposal of fixed assets |
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Foreign exchange differences | ( |
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6. | TAXATION |
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Analysis of the tax charge |
No liability to UK corporation tax arose for the period ended 31 October 2019 nor for the year ended |
31 December 2018. |
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Reconciliation of total tax charge included in profit and loss |
The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The |
difference is explained below: |
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Period |
1.1.19 |
to |
31.10.19 |
£ |
Profit before tax |
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Profit multiplied by the standard rate of corporation tax in the UK
of |
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Effects of: |
Depreciation in excess of capital allowances |
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Tax losses carried forward | (668,383 | ) |
Total tax charge | - |
ESPIAL GROUP LIMITED (REGISTERED NUMBER: 05372859) |
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Notes to the Financial Statements - continued |
for the Period 1 January 2019 to 31 October 2019 |
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7. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2019 |
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Disposals | ( |
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At 31 October 2019 |
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NET BOOK VALUE |
At 31 October 2019 |
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At 31 December 2018 |
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8. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.10.19 | 31.12.18 |
£ | £ |
Amounts owed by group undertakings |
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9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.10.19 | 31.12.18 |
£ | £ |
Trade creditors |
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10. | CALLED UP SHARE CAPITAL |
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Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.10.19 | 31.12.18 |
value: | £ | £ |
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Ordinary | 5p | 1,214,318 | 1,214,318 |
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11. | RESERVES |
Retained | Share |
earnings | premium | Totals |
£ | £ | £ |
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At 1 January 2019 |
( |
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1,858,389 |
Profit for the period |
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At 31 October 2019 | ( |
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4,650,856 |
ESPIAL GROUP LIMITED (REGISTERED NUMBER: 05372859) |
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Notes to the Financial Statements - continued |
for the Period 1 January 2019 to 31 October 2019 |
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12. | ULTIMATE PARENT COMPANY |
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Enghouse Systems Limited (incorporated in Canada ) is regarded by the director as being the |
company's ultimate parent company. |
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The company's immediate parent undertaking is Enghouse Holdings (UK) Limited, a company |
incorporated in England and Wales. Copies of the financial statements for the company may be |
obtained from the Registrar of Companies, Companies House, Crown Way, Cardiff CF14 3UZ. |
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The only group in which the results of the company for the year ended 31 October 2019 are |
consolidated was that headed by Enghouse Systems Limited. The consolidated accounts of this group |
for that year are available to the public and may be obtained from |
https://www.enghouse.com/investors/financials.php. |