Company registration number 07776107 (England and Wales)
SPIRALIS EUROPE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
SPIRALIS EUROPE LIMITED
CONTENTS
Page
Group balance sheet
1 - 2
Company balance sheet
3 - 4
Group statement of changes in equity
5
Company statement of changes in equity
6
Notes to the financial statements
7 - 14
SPIRALIS EUROPE LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
-
-
Tangible assets
3
2,145,925
2,135,128
Current assets
Stocks
31,773
62,406
Debtors
6
1,257,079
1,275,380
Cash at bank and in hand
3,732,672
3,254,323
5,021,524
4,592,109
Creditors: amounts falling due within one year
7
(1,965,482)
(2,316,608)
Net current assets
3,056,042
2,275,501
Total assets less current liabilities
5,201,967
4,410,629
Creditors: amounts falling due after more than one year
8
(705,118)
(739,510)
Provisions for liabilities
(73,212)
(65,662)
Net assets
4,423,637
3,605,457
Capital and reserves
Called up share capital
9
9
10
Share premium account
299,990
299,990
Capital redemption reserve
1
-
0
Profit and loss reserves
4,123,637
3,305,457
Total equity
4,423,637
3,605,457

The directors of the group have elected not to include a copy of the profit and loss account within the financial statements.

For the financial year ended 31 December 2023 the group was entitled to exemption from audit under section 477 of the Companies Act 2006.

Directors' responsibilities under the Companies Act 2006:

 

These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.

SPIRALIS EUROPE LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 9 September 2024 and are signed on its behalf by:
09 September 2024
Mr D Pase
Director
Company registration number 07776107 (England and Wales)
SPIRALIS EUROPE LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 3 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
3
2,145,925
2,135,128
Investments
4
1
1
2,145,926
2,135,129
Current assets
Stocks
31,773
62,406
Debtors
6
1,924,465
1,257,693
Cash at bank and in hand
1,967,621
2,332,542
3,923,859
3,652,641
Creditors: amounts falling due within one year
7
(1,132,301)
(1,452,049)
Net current assets
2,791,558
2,200,592
Total assets less current liabilities
4,937,484
4,335,721
Creditors: amounts falling due after more than one year
8
(705,118)
(739,510)
Provisions for liabilities
(73,212)
(65,662)
Net assets
4,159,154
3,530,549
Capital and reserves
Called up share capital
9
9
10
Share premium account
299,990
299,990
Capital redemption reserve
1
-
0
Profit and loss reserves
3,859,154
3,230,549
Total equity
4,159,154
3,530,549

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £778,605 (2022: £528,961).

For the financial year ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

SPIRALIS EUROPE LIMITED
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
31 December 2023
- 4 -
The financial statements were approved by the board of directors and authorised for issue on 9 September 2024 and are signed on its behalf by:
09 September 2024
Mr D Pase
Director
Company registration number 07776107 (England and Wales)
SPIRALIS EUROPE LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
10
299,990
-
0
2,745,978
3,045,978
Year ended 31 December 2022:
Profit for the year
-
-
-
559,479
559,479
Balance at 31 December 2022
10
299,990
-
0
3,305,457
3,605,457
Year ended 31 December 2023:
Profit for the year
-
-
-
968,180
968,180
Own shares acquired
-
-
-
(150,000)
(150,000)
Redemption of shares
9
(1)
-
1
-
-
0
Balance at 31 December 2023
9
299,990
1
4,123,637
4,423,637
SPIRALIS EUROPE LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
10
299,990
-
0
2,701,588
3,001,588
Year ended 31 December 2022:
Profit for the year
-
-
-
528,961
528,961
Balance at 31 December 2022
10
299,990
-
0
3,230,549
3,530,549
Year ended 31 December 2023:
Profit for the year
-
-
-
778,605
778,605
Own shares acquired
-
-
-
(150,000)
(150,000)
Redemption of shares
9
(1)
-
1
-
-
0
Balance at 31 December 2023
9
299,990
1
3,859,154
4,159,154
SPIRALIS EUROPE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
1
Accounting policies
Company information

Spiralis Europe Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 7 Wenlock Road, London, N1 7SL.

 

The group consists of Spiralis Europe Ltd and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Spiralis Europe Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.3
Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:

• the Company has transferred the significant risks and rewards of ownership to the buyer;

• the Company retains neither continuing managerial involvement to the degree usually

associated with ownership nor effective control over the goods sold;

• the amount of turnover can be measured reliably;

• it is probable that the Company will receive the consideration due under the transaction; and

• the costs incurred or to be incurred in respect of the transaction can be measured reliably.

SPIRALIS EUROPE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 8 -
1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
Straight line over 50 years. Land is not depreciated.
Freehold improvements
Straight line over 50 years
Fixtures and fittings
Straight line over 4 years
Computer equipment
Straight line over 3 years
Motor vehicles
Straight line over 3 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any

accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.6
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

1.8
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

SPIRALIS EUROPE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 9 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.9
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

SPIRALIS EUROPE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 10 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Total
13
12
13
12
SPIRALIS EUROPE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
3
Tangible fixed assets
Group
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2023
2,103,112
124,440
2,227,552
Additions
28,774
30,786
59,560
At 31 December 2023
2,131,886
155,226
2,287,112
Depreciation and impairment
At 1 January 2023
19,625
72,799
92,424
Depreciation charged in the year
26,571
22,192
48,763
At 31 December 2023
46,196
94,991
141,187
Carrying amount
At 31 December 2023
2,085,690
60,235
2,145,925
At 31 December 2022
2,083,487
51,641
2,135,128
Company
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2023
2,103,112
124,440
2,227,552
Additions
28,774
30,786
59,560
At 31 December 2023
2,131,886
155,226
2,287,112
Depreciation and impairment
At 1 January 2023
19,625
72,799
92,424
Depreciation charged in the year
26,571
22,192
48,763
At 31 December 2023
46,196
94,991
141,187
Carrying amount
At 31 December 2023
2,085,690
60,235
2,145,925
At 31 December 2022
2,083,487
51,641
2,135,128
SPIRALIS EUROPE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
4
Fixed asset investments
Group
Company
2023
2022
2023
2022
£
£
£
£
Shares in group undertakings and participating interests
-
-
1
1
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023 and 31 December 2023
1
Carrying amount
At 31 December 2023
1
At 31 December 2022
1
5
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Spiralis Inc
98 Cuttermill Road, Suite 466 Great Neck NY 11021 USA
Ordinary shares
100.00
6
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
224,605
610,216
224,605
596,928
Corporation tax recoverable
3,170
76,095
-
0
73,331
Amounts owed by group
-
-
1,516,443
256,152
Other debtors
1,029,304
589,069
183,417
331,282
1,257,079
1,275,380
1,924,465
1,257,693
SPIRALIS EUROPE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
7
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loan
34,321
34,000
34,321
34,000
Trade creditors
479,656
295,686
298,549
258,904
Corporation tax payable
327,808
69,704
242,903
69,704
Other taxation and social security
17,780
21,970
17,780
19,315
Other creditors
1,105,917
1,895,248
538,748
1,070,126
1,965,482
2,316,608
1,132,301
1,452,049
8
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loan
705,118
739,510
705,118
739,510

The bank loan is a mortgage which is repayable in monthly instalments over 15 years. It is secured by a fixed charge over the property owned by Spiralis Europe Ltd that is situated at 7 Wenlock Road, London. The loan carries an interest rate of 2.3% + LIBOR. The loan matures in February 2037.

Amounts included above which fall due after five years are as follows:
Payable by instalments
537,888
584,021
537,888
584,021
9
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
900
1,000
9
10

On 18 September 2023, the company bought 50 of its own shares for £75,000.

 

On 29 December 2023, the company bought 50 of its own shares for £75,000.

SPIRALIS EUROPE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
10
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
39,991
6,741
39,991
6,741
11
Directors' transactions

Included within other debtors is an amount of £352 (2022: £nil) owed by directors.

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