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Registration number: 11998853

EOS Worldwide UK, Ltd

Annual Report and Financial Statements

for the Year Ended 31 December 2022

 

EOS Worldwide UK, Ltd

Contents

Company Information

1

Independent Auditor's Report

2 to 5

Statement of Financial Position

6

Notes to the Financial Statements

7 to 11

 

EOS Worldwide UK, Ltd

Company Information

Directors

K Knight

D O Mann

Company secretary

Goodwille Limited

Registered office

1 Chapel Street
Warwick
Warwickshire
CV34 4HL

Independent
Auditor

Shaw Gibbs (Audit) Limited
Statutory Auditor
Salatin House
19 Cedar Road
Sutton
Surrey
SM2 5DA

 

EOS Worldwide UK, Ltd

Independent Auditor's Report to the Member of
EOS Worldwide UK, Ltd

Opinion

We have audited the financial statements of EOS Worldwide UK, Ltd (the 'company') for the year ended 31 December 2022, which comprise the Statement of Financial Position, 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 Section 1A of FRS 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.

Other matter

In accordance with the requirements of ISAs (UK), we draw attention to the fact that the prior year financial statements were unaudited.

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 auditor 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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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 original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

 

EOS Worldwide UK, Ltd

Independent Auditor's Report to the Member of
EOS Worldwide UK, Ltd (continued)

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.

Opinion on other matter 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 for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the .

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; 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 [set out on page ], 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.






 

 

EOS Worldwide UK, Ltd

Independent Auditor's Report to the Member of
EOS Worldwide UK, Ltd (continued)

Auditor 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 auditor’s 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:

The extent to which the audit was considered capable of detecting irregularities including fraud

 

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our cumulative audit and commercial knowledge and experience of the company,

we focused on specific laws and regulations which we considered may have a direct material effect on the consolidated financial statements or the operations of the company, including the Companies Act 2006,General Data Protection Rules (GDPR), taxation legislation and anti-bribery legislation;

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

 

We assessed the susceptibility of the company financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

 

We are also required to perform specific procedures to respond to the risk of management bias and override of controls. To address this, we performed analytical procedures to identify any unusual or unexpected relationships and tested journal entries to identify unusual transactions.

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

agreeing financial statement to disclosures underlying supporting documentation;

enquiring of management as to actual and potential litigation and claims; and

 

EOS Worldwide UK, Ltd

Independent Auditor's Report to the Member of
EOS Worldwide UK, Ltd (continued)

reviewing correspondence with HMRC, analysing legal costs to ascertain if there have been instances of non-compliance with laws and regulations.

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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 auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Ransford Agyei-Boamah (Senior Statutory Auditor)
For and on behalf of Shaw Gibbs (Audit) Limited, Statutory Auditor

Salatin House
19 Cedar Road
Sutton
Surrey
SM2 5DA

8 April 2024

 

EOS Worldwide UK, Ltd

(Registration number: 11998853)
Statement of Financial Position as at 31 December 2022

Note

2022
£

2021
£

Current assets

 

Inventories

4

26,683

12,117

Receivables

5

11,973

122,943

Cash at bank and in hand

6

54,781

23,159

 

93,437

158,219

Payables: Amounts falling due within one year

7

(129,491)

(180,326)

Net liabilities

 

(36,054)

(22,107)

Equity

 

Called up share capital

8

1

1

Retained earnings

8

(36,055)

(22,108)

Total Equity

 

(36,054)

(22,107)

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006 and in accordance with the provisions of FRS 102 Section 1A - small entities.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Income statement.

The financial statements of EOS Worldwide UK, Ltd were approved and authorised for issue by the Board on 8 April 2024 and signed on its behalf by:
 

.........................................

K Knight
Director

 

EOS Worldwide UK, Ltd

Notes to the Financial Statements
for the Year Ended 31 December 2022

1

General information

EOS Worldwide UK, Ltd (the 'company') is a private company limited by share capital, registered in England and Wales under the Companies Act. The address of the registered office is given on page 1. The nature of the company’s operations and its principal activities are set out in the directors' report on page 2.

2

Accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Going concern

The directors have considered the company's financial position, liquidity and future performance together with financial projections for the company and over the foreseeable future and have also reviewed the ongoing financial support from the company's parent undertaking and is confident this will be available for the foreseeable future. After making enquiries, the directors are satisfied that the company has sufficient resources to continue in operation for the foreseeable future, being at least 12 months from the date of signing the financial statements. Accordingly, they continue to adopt the going concern basis in preparing the company's financial statements.

EOS Worldwide UK Limited is reliant on the support of EOSW International Inc. as the parent company which is committed to the UK market and has demonstrated its support through a letter of support.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The functional currency of the company is considered to be pound sterling (£) because that is the currency of the primary economic environment in which the company operates. The financial statements are presented in pound sterling (£).

 

EOS Worldwide UK, Ltd

Notes to the Financial Statements
for the Year Ended 31 December 2022 (continued)

2

Accounting policies (continued)

Summary of disclosure exemptions

The company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its separate financial statements. The company is consolidated in the financial statements of its parent, EOS HoldCo LLC, which may be obtained from 2254 Cole Street, Suite 130 Birmingham, MI 48009. Exemptions have been taken in these separate company financial statements in relation to financial instruments, presentation of a cash flow statement, transactions with group entities and remuneration of key management personnel.

Critical judgements and key sources of estimation uncertainties

There were no key sources of estimation uncertainties or critical judgements made by the directors in the process of applying the company’s accounting policies with significant effect on the amounts recognised in the financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances. Deferred revenue represents the estimated unearned portion of franchise fees received to the extent that they are considered recoverable. The Franchise Agreement is a contract between EOS and the Franchisee that covers 60 months. It was determined that the initial franchise fee revenue should be recognized evenly over 45 months to align with the estimated average lifecycle of an implementer (franchisee).

Sale of goods
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services
Turnover from rendering of services is recognised when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met.

Taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

 

EOS Worldwide UK, Ltd

Notes to the Financial Statements
for the Year Ended 31 December 2022 (continued)

2

Accounting policies (continued)

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Cash and cash equivalents

Cash and cash equivalents is comprised of bank accounts and petty cash.

Receivables

Trade and other receivables that are receivable within one year and do not constitute a financing transaction are recorded at the undiscounted amount expected to be received, net of impairment. Those that are receivable after more than one year or that constitute a financing transaction are recorded initially at fair value less transaction costs and subsequently at amortised cost, net of impairment.

Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell.

Payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade and other payables are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade and other payables that are payable within one year and do not constitute a financing transaction are recorded at the undiscounted amount expected to be paid. Those that are payable after more than one year or that constitute a financing transaction are recorded initially at transaction price and subsequently at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Financial instruments

The company only has financial assets and financial liabilities of a kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and subsequently measured at their settlement value.

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 0 (2021 - 0).

 

EOS Worldwide UK, Ltd

Notes to the Financial Statements
for the Year Ended 31 December 2022 (continued)

4

Inventories

2022
£

2021
£

Stock - finished goods

26,683

12,117

5

Receivables

2022
£

2021
£

Trade receivables

-

18,414

Amounts owed by group undertakings

2,630

50,870

Other receivables

5,338

1

Corporation tax asset

1,632

1,633

Prepayments and accrued income

2,373

52,025

11,973

122,943

The amount receivable from group undertakings disclosed as falling within one year is unsecured, payable on demand and is non-interest bearing.

6

Cash and cash equivalents

2022
 £

2021
 £

Cash at bank

54,781

23,159

7

Payables

2022
£

2021
£

Due within one year

Trade payable

-

13,989

Amounts owed to group undertaking

106,404

106,404

Other payables

5,313

5,113

Accruals and deferred income

17,774

54,820

129,491

180,326

The amount owed to group undertaking disclosed as falling within one year is unsecured, payable on demand and is non-interest bearing.

 

EOS Worldwide UK, Ltd

Notes to the Financial Statements
for the Year Ended 31 December 2022 (continued)

8

Share capital and reserves

Allotted, called up and fully paid shares

 

2022

2021

 

No.

£

No.

£

Ordinary shares of £1

1

1

1

1

         

The company has one class of share capital which carries no right to fixed income.

Reserves
The retained earnings reserve represents cumulative profit or losses net of dividends paid and other
adjustments.

9

Related party transactions

The company is a wholly owned subsidiary member of its group and has therefore taken advantage of the provisions of paragraph 1AC.35 of FRS 102- Small Entities not to disclose transactions with entities that are wholly owned members of the group.

There were no other related party transactions to disclose.

10

Parent and ultimate parent undertaking

The company's immediate parent is EOSW International, Inc., incorporated in United States.

The ultimate parent is EOS HoldCo LLC, incorporated in United States.

The most senior parent entity producing publicly available financial statements is EOS HoldCo LLC. These financial statements are available upon request from 2254 Cole Street, Suite 130 Birmingham, MI 48009.

The ultimate controlling party is EOS HoldCo LLC.

11

Events after the financial period

There have been no significant events between the year end and the date of approval of these financial statements which would require a change to, or disclosure in, the financial statements.