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Registered number: 08201578 EC ENGLISH OXFORD LIMITED DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
EC ENGLISH OXFORD LIMITED COMPANY INFORMATION
DIRECTORS | A Mangion
| M Xuereb (resigned 1 May 2022)
| W W Tin
| M Vassallo (appointed 1 May 2022)
REGISTERED NUMBER | 08201578
REGISTERED OFFICE | Tennyson House
| Cambridge Business Park
| Cambridge
| CB4 0WZ
INDEPENDENT AUDITORS | Price Bailey LLP
| Chartered Accountants & Statutory Auditors
| Tennyson House
| Cambridge Business Park
| Cambridge
| CB4 0WZ
EC ENGLISH OXFORD LIMITED CONTENTS
| Page
Directors' Report | 1 - 2
Independent Auditors' Report | 3 - 6
Statement of Income and Retained Earnings | 7
Balance Sheet | 8
Notes to the Financial Statements | 9 - 16
EC ENGLISH OXFORD LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2022 The directors present their report and the financial statements for the year ended 31 December 2022.
DIRECTORS
The directors who served during the year were:
A Mangion
M Xuereb (resigned 1 May 2022)
W W Tin
M Vassallo (appointed 1 May 2022)
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 judgments 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.
DISCLOSURE OF INFORMATION TO AUDITORS
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 auditors are 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 auditors are aware of that information.
AUDITORS
Under section 487(2) of the Companies Act 2006, Price Bailey LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier. Page 1
EC ENGLISH OXFORD LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2022
SMALL COMPANIES NOTE
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.
W W Tin Director
Date: 29 September 2023
Page 2
EC ENGLISH OXFORD LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EC ENGLISH OXFORD LIMITED
OPINION
We have audited the financial statements of EC English Oxford Limited (the 'Company') for the year ended 31 December 2022, which comprise the Statement of Income and Retained Earnings, the Balance Sheet and the related notes, 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). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2022 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.
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 United Kingdom, including the Financial Reporting Council'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.
EMPHASIS OF MATTER - BASIS OF PREPARATION
We draw attention to Note 2.2 to the financial statements which explains that the school has closed during the previous year and therefore the directors do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 2.2. Our opinion is not modified in this respect of this matter.
Page 3
EC ENGLISH OXFORD LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EC ENGLISH OXFORD LIMITED (CONTINUED)
OTHER INFORMATION
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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. 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
OPINION 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Directors' Report has been prepared in accordance with applicable legal requirements.
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 Directors' Report. We have nothing to report in respect of the following matters in relation to which 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; or ∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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 is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 4
EC ENGLISH OXFORD LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EC ENGLISH OXFORD LIMITED (CONTINUED)
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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations. This included those regulations directly related to the financial statements, including financial reporting, tax legislation and distributable profits and industry regulations including GDPR, employment law and health and safety. We communicated the identified laws and regulations with the audit team and remained alert to any indications of non-compliance throughout the audit. We carried out specific procedures to address the risks identified. These included the following: - agreeing the financial statement disclosures to underlying supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; - enquiries of management including those responsible for key regulations; and - performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud. In addressing the risk of management override of controls, we carried out testing of journal entries and other adjustments for appropriateness, assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale of significant transactions outside the normal course of business. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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. Page 5
EC ENGLISH OXFORD LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EC ENGLISH OXFORD LIMITED (CONTINUED)
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. Andrew Booth (Senior Statutory Auditor) for and on behalf of Price Bailey LLP Chartered Accountants Statutory Auditors Tennyson House Cambridge Business Park Cambridge CB4 0WZ 29 September 2023 Page 6
EC ENGLISH OXFORD LIMITED STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED 31 DECEMBER 2022
| 2022 | 2021
Note | £ | £
Turnover |  | (920) | 10,140
Cost of sales |  | - | 22,996
Gross (loss)/profit |  | (920) | 33,136
Administrative expenses |  | (6,124) | (241,470)
Other operating income | 3 | - | 8,100
Operating loss |  | (7,044) | (200,234)
Tax on loss | 6 | - | (33,392)
Loss after tax |  | (7,044) | (233,626)
Retained earnings at the beginning of the year |  | (999,836) | (766,210)
Loss for the year |  | (7,044) | (233,626)
Retained earnings at the end of the year |  | (1,006,880) | (999,836)
The notes on pages 9 to 16 form part of these financial statements.
Page 7
EC ENGLISH OXFORD LIMITED REGISTERED NUMBER: 08201578 BALANCE SHEET AS AT 31 DECEMBER 2022
|  | 2022 |  | 2021
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Fixed asset investments | 7 |  | 6 |  | 6
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 8 | 5,607,990 |  | 5,622,092 |
Cash at bank and in hand | 9 | - |  | 586 |
|  | 5,607,990 |  | 5,622,678 |
Creditors: amounts falling due within one year | 10 | (6,614,776) |  | (6,622,420) |
Net current liabilities |  |  | (1,006,786) |  | (999,742)
Net liabilities |  |  | (1,006,780) |  | (999,736)
Capital and reserves |  |  |  |  |
Called up share capital | 11 |  | 100 |  | 100
Profit and loss account | 12 |  | (1,006,880) |  | (999,836)
|  |  | (1,006,780) |  | (999,736)
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 were approved and authorised for issue by the board and were signed on its behalf by:
W W Tin
Director
Date: 29 September 2023
The notes on pages 9 to 16 form part of these financial statements. Page 8
EC ENGLISH OXFORD LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
1. | GENERAL INFORMATION
EC English Oxford Limited is a private company limited by shares incorporated in England within the United Kingdom. The registered office is Tennyson House, Cambridge Business Park, Cambridge, CB4 0WZ. The principal activity of the company was that of the provision of English language courses and related services to foreign students though the trade ceased in the prior year. 2.ACCOUNTING POLICIES
| 2.1 | 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The following principal accounting policies have been applied:
| 2.2 | Going concern
EC English Oxford Limited forms part of the EC Group. The school closed in March 2021 with students transferring, where possible, to other schools within the EC Group. As a result of EC English Oxford Limited ceasing trading the directors do not consider the going concern basis to be appropriate in respect of the company’s financial statements. The Directors have therefore prepared the financial statements on a basis other than the going concern basis, as part of this they have reviewed the carrying value of assets to recognise them at their recoverable amounts and also recognise any onerous obligations of the entity. Based on the projected cashflows of the EC Group the directors anticipate the company will have sufficient resources to continue a managed closure of the school.
| 2.3 | Turnover
Revenue is recognised as follows: Tuition revenue - Course fees are brought to account when service is provided and is spread evenly over the duration of the course. Discounts and bursaries given to students are netted against tuition revenue. Accommodation revenue - Accommodation revenue is recognised as the accommodation service is provided. Other revenue - Other revenue is recognised when the amount can be reliably measured and it is probable that future economic benefits will flow to the entity.
| 2.4 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 9
EC ENGLISH OXFORD LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 2.ACCOUNTING POLICIES (CONTINUED)
| 2.5 | Debtors
Short term debtors are measured at transaction price, less any impairment.
| 2.6 | 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.
| 2.7 | Financial instruments
Basic financial assets Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments. Impairment of financial assets Financial assets are assessed for indicators of impairment at each reporting date. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is Page 10
EC ENGLISH OXFORD LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 2.ACCOUNTING POLICIES (CONTINUED)
| 2.7 | Financial instruments (continued)
due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
| 2.8 | Creditors
Short term creditors are measured at the transaction price.
| 2.9 | Government grants
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income. Grants of a revenue nature are recognised in the Statement of Income and Retained Earnings in the same period as the related expenditure.
| 2.10 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is Sterling, rounded to the nearest pound. 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. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.11 | LEASED ASSETS: THE COMPANY AS LESSEE
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period. Page 11
EC ENGLISH OXFORD LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 2.ACCOUNTING POLICIES (CONTINUED)
| 2.12 | 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. 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.
| 2.13 | Current and deferred taxation
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 corporation 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. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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 balance sheet date.
3. | OTHER OPERATING INCOME
|  |  |  |  | 2022 | 2021
|  |  |  |  | £ | £
| Coronavirus job retention scheme grants | - | 8,100
4. | AUDITORS' REMUNERATION
| During the year, the Company obtained the following services from the Company's auditors:
5. | EMPLOYEES
| The average monthly number of employees, including directors, during the year was 3 (2021 - 4).
Page 12
EC ENGLISH OXFORD LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
6. | TAXATION
|  |  |  |  | 2022 | 2021
|  |  |  |  | £ | £
| Deferred tax |  |
| Origination and reversal of timing differences | - | 33,392
| Taxation on profit on ordinary activities | - | 33,392
| FACTORS AFFECTING TAX CHARGE FOR THE YEAR
| During the year the company has surrendered losses of £7,044 (2021 - £108,054).
Page 13
EC ENGLISH OXFORD LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
7. | FIXED ASSET INVESTMENTS
|  | Investments in subsidiary companies
|  | £
| COST |
| At 1 January 2022 | 6
| At 31 December 2022 | 6
| SUBSIDIARY UNDERTAKING
| The following was a subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| EC English Australia Pty Limited | New South Wales | Ordinary | 100%
8. | DEBTORS
|  |  |  |  | 2022 | 2021
|  |  |  |  | £ | £
| Trade debtors | 620 | 6,435
| Amounts owed by group undertakings | 5,590,381 | 5,599,786
| Other debtors | 16,989 | 15,871
|  | 5,607,990 | 5,622,092
9. | CASH AND CASH EQUIVALENTS
|  |  |  |  | 2022 | 2021
|  |  |  |  | £ | £
| Cash at bank and in hand | - | 586
Page 14
EC ENGLISH OXFORD LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
10. | CREDITORS: Amounts falling due within one year
|  |  |  |  | 2022 | 2021
|  |  |  |  | £ | £
| Payments received on account | 4,715 | 17,125
| Trade creditors | 37,214 | 171,365
| Amounts owed to group undertakings | 6,480,028 | 6,312,769
| Other taxation and social security | - | 16,779
| Accruals and deferred income | 92,819 | 104,382
|  | 6,614,776 | 6,622,420
11. | SHARE CAPITAL
|  |  |  |  | 2022 | 2021
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 100 (2021 - 100) Ordinary shares of £1.00 each | 100 | 100
12. | RESERVES
Profit and loss account The profit and loss accounts represents accumulated comprehensive income of the year and prior periods less any dividends paid.
13. | CONTINGENT LIABILITIES
A fellow subsidiary undertaking, EC English Bristol Limited, made use of the Coronavirus Large Business Interruption Loan Scheme made available by the UK Government in response to COVID-19 pandemic. In respect of this loan EC English Oxford Limited acts as a guarantor. The directors do not expect that EC English Oxford Limited will be required to make payments in their role as guarantor; however, the possibility of outflows exist under the terms of the guarantee. EC English Oxford Limited has given a guarantee for the full amount of this loan which was £3,000,000 at the year end. Any possible outflow by EC English Oxford Limited as a guarantor to the loan is expected to be limited by virtue of the following fellow subsidiaries also acting as joint guarantors: EC English Cambridge Limited, EC English London Limited, EC English Manchester Limited, House of English Limited and Embassy Educational Services (UK) Limited
14. | PENSION COMMITMENTS
The company operates a defined contribution pension scheme. The assets of the scheme are held seperately from those of the company in an independently administered fund. The pension cost charges represents contributions payable by the company to the fund and amounted to £Nil (2021 - £467). No contributions totalling (2021 - £Nil) were payable to the fund at the balance sheet date. Page 15
EC ENGLISH OXFORD LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
15. | RELATED PARTY TRANSACTIONS
| Recharges were paid to the Company totalling £10,619 (2021 - £Nil) by EC English Holdings Limited, in respect of central overheads. At 31 December 2022 the company was owed by/(to) the following fellow group entities:
|  | 2022 | 2021
|  | £ | £
| EC English London Limited | (3,585,384) | (3,496,671)
| EC English Holdings Limited | 5,543,888 | 5,556,337
| EC English Cambridge Limited | (1,000,678) | (959,946)
| House of English Limited | (78,729) | (54,482)
| EC English Bristol Limited | (257,237) | (239,937)
| EC English Manchester Limited | (902,685) | (902,685)
| EC USA Holdings Inc | (161) | (144)
| EC English Malta | 1,968 | 2,562
| EC Los Angeles Inc | (2,073) | (2,073)
| EC Boston Language Center Inc | 26,931 | 24,027
| EC Holdings Limited | 4,503 | -
| EC English Dublin Limited | 6,204 | 6,204
| Embassy Educational Services Limited | (645,786) | (645,787)
| EC English Cape Town (Pty.) Limited | (408) | (388)
|  | (889,647) | (712,983)
16. | CONTROLLING PARTY
The Company's immediate parent undertaking is EC English Holdings Limited, a company incorporated in Malta. The consolidated financial statements of EC Global Limited, the parent of EC English Holdings Limited, can be requested from its registered office at Language House, M. Mangion Street, St Julians, Malta. The ultimate controlling party is Zamma Holdings Limited, a company incorporated in Malta.
Page 16