REGISTERED NUMBER:
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Strategic Report, Directors' Report and |
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Financial Statements |
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for the Year Ended 31 December 2020 |
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for |
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VISTRA INTERNATIONAL EXPANSION LIMITED |
REGISTERED NUMBER:
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Strategic Report, Directors' Report and |
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Financial Statements |
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for the Year Ended 31 December 2020 |
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for |
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VISTRA INTERNATIONAL EXPANSION LIMITED |
VISTRA INTERNATIONAL EXPANSION LIMITED (REGISTERED NUMBER: 09959976) |
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Contents of the Financial Statements |
for the Year Ended 31 December 2020 |
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Page |
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Company Information | 1 |
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Strategic Report | 2 |
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Directors' Report | 3 |
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Independent Auditors' Report | 5 |
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Profit and Loss Account | 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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VISTRA INTERNATIONAL EXPANSION LIMITED |
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Company Information |
for the Year Ended 31 December 2020 |
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Directors: |
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Secretary: |
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Registered office: |
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Registered number: |
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Auditors: |
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Floor 5 |
Merck House |
Seldown Lane |
Poole |
Dorset |
BH15 1TW |
VISTRA INTERNATIONAL EXPANSION LIMITED (REGISTERED NUMBER: 09959976) |
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Strategic Report |
for the Year Ended 31 December 2020 |
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The directors present their strategic report for the year ended 31 December 2020. |
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Business review |
The principal activity of Vistra International Expansion Limited (the Company) during the year continues to be that of providing global corporate services including administration, accounting, payroll and taxation services to corporate clients. The Company grew its turnover in the year by 11.25% to £17,796,970. |
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The Company intends to continue its growth during 2021 and beyond. |
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Going concern |
The Group Board of Directors of Vistra Group Holdings (BVI) Il Limited, which is the parent company of the largest group consolidation, meet regularly to assess the performance of the Company. The Company has received a letter from Vistra Group Holdings (BVI) II Limited, the parent company of the largest group for which the consolidated financial statements are prepared, confirming continued financial support will be provided for a period of at least twelve months from the signing of the statutory accounts. |
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Thus far, the directors have not observed any material impact on going concern status due to COVID-19. The Company has not needed to furlough staff or require any additional funding since the start of the Pandemic. |
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The directors consider that the Company has adequate resources to continue in operational existence for at least 12 months from the date of the signing of the financial statements and thus they continue to adopt the going concern basis of accounting in preparing the financial statements. |
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Principal risks and uncertainties |
The Company is subjected to the following risks and uncertainties: |
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Foreign currency risk |
Due to the international nature of the Company's clients and service providers the Company is exposed to foreign currency exchange risks which it manages wherever possible to reduce its exposure to losses in respect of currency movements. |
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Credit risk |
The Company's activities expose it to credit risk from trade receivables and it has therefore implemented strong controls to manage and mitigate this risk, including a dedicated credit control team. |
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Liquidity risk |
Proactive treasury planning is in place to manage liquidity risk, which includes regular cash flow forecast updates to assess the level of working capital required for at least 12 weeks in advance. In addition the Company has a dedicated credit control resource to manage debtors, assessing any adjustments to the bad provision on a monthly basis |
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Brexit risk |
The UK's membership within the European Union ended on the 31 December 2020. The process of negotiation is still on-going and the final outcome in some areas is still unclear. The Directors have considered the likely potential effect of Brexit on the Company's forecast operating performance, and whilst it was considered that Brexit might cause some issues within the client base, and some clients have modified their business activities to take account of the possible impact of Brexit, it has not had a material effect on the future revenue or profitability of the Company. |
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Financial key performance indicators |
The Company's key performance indicators are: revenue growth, gross profit and EBITDA which have all improved during the year. |
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On behalf of the board: |
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VISTRA INTERNATIONAL EXPANSION LIMITED (REGISTERED NUMBER: 09959976) |
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Directors' Report |
for the Year Ended 31 December 2020 |
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The directors present their report with the financial statements of the Company for the year ended 31 December 2020. |
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Principal activity |
The principal activity of the Company in the year under review was that of The principal activity of Vistra International Expansion Limited (the Company) during the year continues to be that of providing global corporate services including administration, accounting, payroll and taxation services to corporate clients. |
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Dividends |
No dividend was paid during the year and the loss for the year, after taxation, amounted to £1,254,075 (2019 - loss £662,899). |
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Future developments |
The Company expects to continue to grow in 2021 and beyond. |
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Events since the end of the year |
Information relating to events since the end of the year is given in the notes to the financial statements. |
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Directors |
The directors shown below have held office during the whole of the period from 1 January 2020 to the date of this report. |
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Other changes in directors holding office are as follows: |
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Directors' responsibilities statement |
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. |
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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 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 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: |
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- | select suitable accounting policies 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. |
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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. |
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Statement as to disclosure of information to auditors |
So far as the directors are 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 each director 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. |
VISTRA INTERNATIONAL EXPANSION LIMITED (REGISTERED NUMBER: 09959976) |
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Directors' Report |
for the Year Ended 31 December 2020 |
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Auditors |
The auditors, Mazars LLP, 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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Independent Auditors' Report to the Members of |
Vistra International Expansion Limited |
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Opinion |
We have audited the financial statements of Vistra International Expansion Limited (the 'Company') for the year ended 31 December 2020 which comprise the Profit and Loss Account, 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: |
- | give a true and fair view of the state of the Company's affairs as at 31 December 2020 and of its loss for the year then ended; |
- | 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 |
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. |
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Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast 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. |
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Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
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Other information |
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 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 course of 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. |
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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: |
- | the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements. |
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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 Strategic Report or the Directors' Report. |
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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: |
- | 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 directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Independent Auditors' Report to the Members of |
Vistra International Expansion Limited |
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Responsibilities of directors |
As explained more fully in the Directors' Responsibilities Statement set out on page three, the directors are 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 directors determine 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 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. |
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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 an Auditors' 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. |
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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. Based on our understanding of Vistra International Expansion Limited and its industry, we identified that the principal risks of non-compliance with laws and regulations related to the UK tax legislation, anti-bribery, corruption and fraud, money laundering, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, such as the Companies Act 2006. |
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We evaluated the directors' and management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to loss reserves, and significant one-off or unusual transactions. |
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Our audit procedures were designed to respond to those identified risks, including non-compliance with laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit procedures included but were not limited to: |
- Discussing with the directors and management their policies and procedures regarding compliance with laws and regulations; |
- Communicating identified laws and regulations throughout our engagement team and remaining alert to any indications of non-compliance throughout our audit; and |
- Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. |
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Our audit procedures in relation to fraud included but were not limited to: |
- Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud; |
- Gaining an understanding of the internal controls established to mitigate risks related to fraud; |
- Discussing amongst the engagement team the risks of fraud; and |
- Addressing the risks of fraud through management override of controls by performing journal entry testing. |
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There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. |
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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 Auditors' Report. |
Independent Auditors' Report to the Members of |
Vistra International Expansion 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 an Auditors' 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. |
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for and on behalf of
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Floor 5 |
Merck House |
Seldown Lane |
Poole |
Dorset |
BH15 1TW |
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VISTRA INTERNATIONAL EXPANSION LIMITED (REGISTERED NUMBER: 09959976) |
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Profit and Loss Account |
for the Year Ended 31 December 2020 |
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31/12/20 | 31/12/19 |
Notes | £ | £ |
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TURNOVER | 4 |
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Cost of sales |
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GROSS PROFIT |
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Administrative expenses | ( |
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OPERATING LOSS | 7 | ( |
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Interest payable and similar expenses | 9 | ( |
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LOSS BEFORE TAXATION | ( |
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Tax on loss | 10 | ( |
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LOSS FOR THE FINANCIAL YEAR | ( |
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OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE LOSS FOR THE
YEAR |
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VISTRA INTERNATIONAL EXPANSION LIMITED (REGISTERED NUMBER: 09959976) |
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Balance Sheet |
31 December 2020 |
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31/12/20 | 31/12/19 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 11 |
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Tangible assets | 12 |
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Investments | 13 |
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CURRENT ASSETS |
Debtors | 14 |
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Cash at bank | 15 |
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CREDITORS |
Amounts falling due within one year | 16 |
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NET CURRENT LIABILITIES |
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TOTAL ASSETS LESS CURRENT
LIABILITIES |
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PROVISIONS FOR LIABILITIES | 18 | ( |
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NET LIABILITIES | ( |
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CAPITAL AND RESERVES |
Called up share capital | 19 |
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Retained earnings | 20 | ( |
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SHAREHOLDERS' FUNDS | ( |
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The financial statements were approved by the Board of Directors and authorised for issue on
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VISTRA INTERNATIONAL EXPANSION LIMITED (REGISTERED NUMBER: 09959976) |
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Statement of Changes in Equity |
for the Year Ended 31 December 2020 |
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Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
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Balance at 1 January 2019 |
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Changes in equity |
Total comprehensive loss | - | ( |
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Balance at 31 December 2019 |
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Changes in equity |
Total comprehensive loss | - | ( |
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Balance at 31 December 2020 |
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VISTRA INTERNATIONAL EXPANSION LIMITED (REGISTERED NUMBER: 09959976) |
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Notes to the Financial Statements |
for the Year Ended 31 December 2020 |
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1. | Statutory information |
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Vistra International Expansion Limited is a
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The presentation currency of the financial statements is the Pound Sterling (£). |
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The principal activity of the Company was that of global corporate service provider of administration, accounting, payroll and taxation services to corporate clients. |
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2. | Accounting policies |
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Basis of preparing the financial statements |
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. |
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The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). |
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The following principal accounting policies have been applied: |
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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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- Preparation of a cash-flow statement and related notes (Section 7) |
- Certain financial instruments-related disclosures (Sections 11 & 12) |
- Certain share-based payment disclosures (Section 26) |
- Key management personnel compensation disclosure (Section 28) |
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This information is included in the consolidated financial statements of Vistra Group Holdings (BVI) II Limited as at 31 December 2020 and these financial statements may be obtained from Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. |
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Preparation of consolidated financial statements |
The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of its largest group undertakings established under the law of a non-EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006. |
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Vistra Group Holding (BVI) Il Limited s the parent undertaking of the smallest and largest of the group undertakings to consolidate these financial statements as at 31 December 2020. The consolidated financial statements of Vistra Group Holdings (BVI) Ill Limited can be obtained from Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. |
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Going concern |
The financial statements have been prepared on a going concern basis of accounting. |
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Earning before income taxes, depreciation and amortisation for the year was £1,027,905 (2019:£1,761,107). |
EBITDA is a better performance indicator of the financial strength and profitability of the Company given the large non cash adjustments (depreciation and amortisation) in the year. Cash generation was positive for 2020 and 2019 and supports the continuation of the business. |
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The directors have received a letter confirming continued financial support from Vistra Group Holdings (BVI) Il Limited, the Company's ultimate parent. |
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The directors have not observed any material impact on going concern status due to the on-going COVID-19 pandemic. The company does not have any staff on furlough, nor has it required any additional funding since the start of the Pandemic. |
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The directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. |
VISTRA INTERNATIONAL EXPANSION LIMITED (REGISTERED NUMBER: 09959976) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 December 2020 |
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2. | Accounting policies - continued |
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Foreign currency translation |
Functional and presentation currency |
The Company's functional and presentational currency is GBP. |
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Transactions and balances |
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. |
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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. |
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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. |
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Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. |
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Revenue |
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: |
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Rendering of services |
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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 state of completion of the contract at the end of the reporting period can be measured reliably by assessing the time booked /charged to clients against signed instructions; and |
- the costs incurred and the costs to complete the contract can be measured reliably. |
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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. |
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Dividend income |
Dividend income is accounted for when declared and receivable by the Company. |
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Finance costs |
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. |
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Borrowing costs |
All borrowing costs are recognised in profit or loss in the year in which they are incurred. |
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Pensions |
Defined contribution pension plan |
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. |
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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. |
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Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
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VISTRA INTERNATIONAL EXPANSION LIMITED (REGISTERED NUMBER: 09959976) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 December 2020 |
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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. |
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The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. |
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Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that: |
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-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 |
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- Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. |
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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 balance sheet date. |
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Intangible fixed assets |
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 Profit and Loss Account over its useful economic life. |
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The estimated useful lives range as follows: |
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Goodwill 8 to 10 years |
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Other intangible assets |
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
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All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. |
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The estimated useful lives range as follows: |
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Brand name & customer relationships 8 to 10 years |
Internally generated software 5 years |
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Tangible fixed assets |
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. |
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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. |
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The estimated useful lives range as follows: |
Short-term leasehold property - remaining term of the lease |
Fixtures and fittings - 3 years |
Computer equipment - 3 years |
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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. |
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Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. |
VISTRA INTERNATIONAL EXPANSION LIMITED (REGISTERED NUMBER: 09959976) |
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Notes to the Financial Statements - continued |
for the Year Ended 31 December 2020 |
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2. | Accounting policies - continued |
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Debtors |
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. |
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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. |
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Creditors |
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. |
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Provisions for liabilities |
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation. |
|
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Balance Sheet. |
|
Financial Instruments |
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. |
|
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Profit and Loss Account. |
VISTRA INTERNATIONAL EXPANSION LIMITED (REGISTERED NUMBER: 09959976) |
|
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2020 |
|
3. | Critical accounting judgements and key sources of estimation uncertainty |
|
In the application of the Company's accounting policies, which are described in note 2, the directors are required to make judgements (other than those involving estimates) that have a significant impact on the amounts recognised and to make estimates and assumptions of the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future period if the revision affects both current and future periods. |
|
|
Critical judgements in applying the Company's accounting policies |
|
The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements. |
|
|
Carrying value of goodwill and other intangibles |
|
The directors have exercised key judgement in estimating the useful economic life of goodwill and other intangibles. In making its judgements management considered the detailed criteria for the valuation of goodwill and other intangibles set out in FRS 102 Section 18 Intangible Assets other than Goodwill and Section 19 Business Combinations and Goodwill. This includes an impairment review considering the value of future forecast cashflows relating to material investments and intangible assets. |
|
|
Vistra International Expansion had total intangible asset balances totalling £10,366,598 at net book value at 31st Dec 2020 - goodwill and a two client lists realised when the Norton's Practice was acquired by the Vistra Group, and capitalised manpower costs associated with internally developed software (this was added in Dec 20 and was not assessed for any impairment). The carrying value of these assets were tested by estimating the value of future cash flows generated by the clients from what was the Norton's Practice. It was assumed that revenue was declining from the clients acquired, but even with this decline no impairment was considered necessary. |
|
|
Key source of estimation uncertainty |
|
There are no key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. |
|
4. | Turnover |
|
The turnover and loss before taxation are attributable to the one principal activity of the Company. |
|
An analysis of turnover by class of business is given below: |
|
31/12/20 | 31/12/19 |
£ | £ |
|
|
|
|
|
|
An analysis of turnover by geographical market is given below: |
|
31/12/20 | 31/12/19 |
£ | £ |
United Kingdom |
|
|
Rest of the world | 11,462,964 | 9,922,550 |
|
|
VISTRA INTERNATIONAL EXPANSION LIMITED (REGISTERED NUMBER: 09959976) |
|
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2020 |
|
5. | Employees and directors |
|
Staff costs, including directors' remuneration, were as follows: |
31/12/20 | 31/12/19 |
£ | £ |
Wages and salaries | 4,071,058 | 4,181,034 |
Social security costs | 305,593 | 358,673 |
Cost of defined contribution scheme | 113,358 | 112,635 |
4,490,009 | 4,652,342 |
|
|
The average monthly number of employees, including the directors, during the year was as follows: |
31/12/20 | 31/12/19 |
Directors | 5 | 5 |
Accounting | 39 | 43 |
HR & payroll | 15 | 14 |
Finance | 3 | 3 |
Admin | 9 | 8 |
71 | 73 |
|
6. | Directors' remuneration |
|
31/12/20 | 31/12/19 |
£ | £ |
Directors' emoluments | 172,186 | 171,332 |
|
|
7. | Operating loss |
|
The operating loss is stated after charging/(crediting): |
31/12/20 | 31/12/19 |
£ | £ |
Exchange differences | 91,561 | 35,408 |
Other operating lease rentals | 254,625 | 300,761 |
|
|
8. | Auditors' remuneration |
|
31/12/20 | 31/12/19 |
£ | £ |
Fees payable to the Company's auditor and its associates for the audit of the Company's
annual financial statements |
33,180 |
|
31,600 |
The Company has taken advantage of the exemption not to disclose amounts paid for non audit services as these are disclosed in the group financial statements of the parent Company |
|
9. | Interest payable and similar expenses |
31/12/20 | 31/12/19 |
£ | £ |
Interest payable |
|
|
VISTRA INTERNATIONAL EXPANSION LIMITED (REGISTERED NUMBER: 09959976) |
|
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2020 |
|
10. | Taxation |
|
Analysis of the tax charge |
The tax charge on the loss for the year was as follows: |
31/12/20 | 31/12/19 |
£ | £ |
Current tax: |
UK corporation tax |
|
|
Tax on loss |
|
|
|
UK corporation tax has been charged at 19% . |
|
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
|
31/12/20 | 31/12/19 |
£ | £ |
Loss before tax | ( |
) | ( |
) |
Loss multiplied by the standard rate of corporation tax in the UK of
|
( |
) |
( |
) |
|
Effects of: |
Expenses not deductible for tax purposes |
|
|
Adjustments to tax charge in respect of previous periods |
|
|
Short term timing difference leading to an increase (decrease) in taxation |
|
|
Withholding tax not recovered |
|
|
Group relief charge/(credit) | ( |
) | ( |
) |
Total tax charge |
|
|
|
11. | Intangible fixed assets |
Brand |
name & |
customer | Internally |
relation | developed |
Goodwill | ships | software | Totals |
£ | £ | £ | £ |
Cost |
At 1 January 2020 |
|
|
|
|
Additions |
|
|
|
|
At 31 December 2020 |
|
|
|
|
Amortisation |
At 1 January 2020 |
|
|
|
|
Amortisation for year |
|
|
|
|
At 31 December 2020 |
|
|
|
|
Net book value |
At 31 December 2020 |
|
|
|
|
At 31 December 2019 |
|
|
|
|
VISTRA INTERNATIONAL EXPANSION LIMITED (REGISTERED NUMBER: 09959976) |
|
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2020 |
|
12. | Tangible fixed assets |
Short |
tearm | Fixtures |
leasehold | and | Computer |
property | fittings | equipment | Totals |
£ | £ | £ | £ |
Cost |
At 1 January 2020 |
|
|
|
|
Additions |
|
|
|
|
At 31 December 2020 |
|
|
|
|
Depreciation |
At 1 January 2020 |
|
|
|
|
Charge for year |
|
|
|
|
At 31 December 2020 |
|
|
|
|
Net book value |
At 31 December 2020 |
|
|
|
|
At 31 December 2019 |
|
|
|
|
|
13. | Fixed asset investments |
Investments |
in |
subsidiary |
comp |
anies |
£ |
Cost |
At 1 January 2020 |
and 31 December 2020 |
|
Net book value |
At 31 December 2020 |
|
At 31 December 2019 |
|
|
Subsidiary undertaking |
|
The following was a subsidiary undertaking of the Company: |
|
Name | Registered office | Principal activity | Class of shares | Holding |
USA2Europe Limited |
Highlands House, Basingstoke
Road, Spencers Wood, Reading, RG7 1NT |
Provision of staff |
Ordinary |
100 |
|
The aggregate of the share capital and reserves as at 31 December 2020 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows: |
|
Name |
Aggregate of
share capital and reserves |
Profit/ (Loss |
) |
USA2Europe Limited | - | - |
VISTRA INTERNATIONAL EXPANSION LIMITED (REGISTERED NUMBER: 09959976) |
|
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2020 |
|
14. | Debtors: amounts falling due within one year |
31/12/20 | 31/12/19 |
£ | £ |
Trade debtors |
|
|
Other debtors |
|
|
Called up share capital not paid |
|
|
Amounts owed from group undert |
akings |
|
|
Prepayments and accrued income |
|
|
|
|
|
Amounts owed by group undertakings are in respect of trade receivables under normal commercial terms. |
|
15. | Cash at bank |
31/12/20 | 31/12/19 |
£ | £ |
Bank account | 1,380,387 | 1,534,218 |
|
16. | Creditors: amounts falling due within one year |
31/12/20 | 31/12/19 |
£ | £ |
Trade creditors |
|
|
Amounts owed to group undertakings |
|
|
Corporation tax provision |
|
|
Social security and other taxes |
|
|
Other creditors |
|
|
Bank overdraft | - | 4,044 |
Obligation under finance lease |
and hire purchase contracts | - | 1,413 |
Accruals and deferred income |
|
|
|
|
|
Amounts owed to group undertakings are in respect of trade payables of which a proportion are under commercial terms, and the remaining balance payable on demand. |
|
17. | Financial instruments |
|
31/12/20 | 31/12/19 |
£ | £ |
Financial assets |
Financial assets that are debt instruments measured at amortized cost | 7,829,383 | 6,304,728 |
Financial liabilities |
Financial liabilities measured at amortized cost | (23,713,781 | ) | (23,053,852 | ) |
|
|
18. | Provisions for liabilities |
31/12/20 | 31/12/19 |
£ | £ |
Deferred tax | 552,922 | 607,491 |
VISTRA INTERNATIONAL EXPANSION LIMITED (REGISTERED NUMBER: 09959976) |
|
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2020 |
|
18. | Provisions for liabilities - continued |
|
Deferred |
tax |
£ |
Balance at 1 January 2020 |
|
Credit to Profit and Loss Account during year | ( |
) |
Balance at 31 December 2020 |
|
|
19. | Called up share capital |
|
|
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31/12/20 | 31/12/19 |
value: | £ | £ |
|
Ordinary | 1 | 1 | 1 |
|
20. | Reserves |
Retained |
earnings |
£ |
|
At 1 January 2020 | ( |
) |
Deficit for the year | ( |
) |
At 31 December 2020 | ( |
) |
|
21. | Contingent liabilities |
|
From time to time management receives claims from various parties which are defended in all cases. It is not currently deemed necessary to recognise a provision, however, should any of these not go in managements' favour then a liability would need to be recognised. |
|
The Company is party to cross-guarantees and fixed and floating charges with another group Company. The actual liability at the year end was £nil (2019: £nil). |
|
22. | Pension commitments |
|
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 to the fund and amounted to £96,434 (2019: £112,635). Contributions totalling £19,739 (2019: £18,748) were payable to the fund at the balance sheet date and are included in creditors. |
|
23. | Commitments under operating leases |
|
At 31 December 2020 the Company had future minimum lease payments under non-cancellable operating leases as follows: |
|
31/12/20 | 31/12/19 |
£ | £ |
Not later than 1 year | 184,762 | 34,924 |
Later than 1 year and not later than 5 years | 221,235 | 13,267 |
405,997 | 48,191 |
|
|
24. | Related party disclosures |
|
Included in creditors is £1,149,035 (2019: £469,601) due to Nortons Assurance Limited, an associate, in respect of funds transferred and operating expenses recharged by the Company. The total value of funds transferred, and operating expenses recharged in the year 2020 were £679,434 (2019: £355,178) |
VISTRA INTERNATIONAL EXPANSION LIMITED (REGISTERED NUMBER: 09959976) |
|
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2020 |
|
25. | Post balance sheet events |
|
There were no events subsequent to the balance sheet date that have required adjustment to or disclosure in the financial statements. |
|
26. | Ultimate controlling party |
|
Vistra Reading Holdings Limited, a Company registered in England and Wales, is the immediate parent Company. The Company's ultimate parent undertaking and controlling party is Vistra Group Holdings (BVI) Ill Limited, a Company incorporated under the laws of the British Virgin Islands and whose registered office is located at Craigmuir Chambers, P.O. Box 4714, Road Town, Tortola, VG1110, British Virgin Islands. |