Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31No description of principal activityfalse2023-01-01126119falsefalsefalse 09291105 2023-01-01 2023-12-31 09291105 2022-01-01 2022-12-31 09291105 2023-12-31 09291105 2022-12-31 09291105 2022-01-01 09291105 1 2023-01-01 2023-12-31 09291105 1 2022-01-01 2022-12-31 09291105 5 2023-01-01 2023-12-31 09291105 5 2022-01-01 2022-12-31 09291105 d:CompanySecretary1 2023-01-01 2023-12-31 09291105 d:Director1 2023-01-01 2023-12-31 09291105 d:Director2 2023-01-01 2023-12-31 09291105 d:Director3 2023-01-01 2023-12-31 09291105 d:Director3 2023-12-31 09291105 d:RegisteredOffice 2023-01-01 2023-12-31 09291105 e:Buildings 2023-01-01 2023-12-31 09291105 e:Buildings 2023-12-31 09291105 e:Buildings 2022-12-31 09291105 e:Buildings e:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 09291105 e:OfficeEquipment 2023-01-01 2023-12-31 09291105 e:OfficeEquipment 2023-12-31 09291105 e:OfficeEquipment 2022-12-31 09291105 e:OfficeEquipment e:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 09291105 e:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 09291105 e:CurrentFinancialInstruments 2023-12-31 09291105 e:CurrentFinancialInstruments 2022-12-31 09291105 e:Non-currentFinancialInstruments 2023-12-31 09291105 e:Non-currentFinancialInstruments 2022-12-31 09291105 e:CurrentFinancialInstruments e:WithinOneYear 2023-12-31 09291105 e:CurrentFinancialInstruments e:WithinOneYear 2022-12-31 09291105 e:Non-currentFinancialInstruments e:AfterOneYear 2023-12-31 09291105 e:Non-currentFinancialInstruments e:AfterOneYear 2022-12-31 09291105 e:ReportableOperatingSegment1 2023-01-01 2023-12-31 09291105 e:ReportableOperatingSegment1 2022-01-01 2022-12-31 09291105 e:ReportableOperatingSegment7 2023-01-01 2023-12-31 09291105 e:ReportableOperatingSegment7 2022-01-01 2022-12-31 09291105 f:UnitedKingdom 2023-01-01 2023-12-31 09291105 f:UnitedKingdom 2022-01-01 2022-12-31 09291105 f:RestEuropeOutsideUK 2023-01-01 2023-12-31 09291105 f:RestEuropeOutsideUK 2022-01-01 2022-12-31 09291105 f:RestWorldOutsideUK 2023-01-01 2023-12-31 09291105 f:RestWorldOutsideUK 2022-01-01 2022-12-31 09291105 e:ForeignTax 2023-01-01 2023-12-31 09291105 e:ForeignTax 2022-01-01 2022-12-31 09291105 e:ShareCapital 2023-12-31 09291105 e:ShareCapital 2022-12-31 09291105 e:ShareCapital 2022-01-01 09291105 e:SharePremium 2023-01-01 2023-12-31 09291105 e:SharePremium 2023-12-31 09291105 e:SharePremium 2022-12-31 09291105 e:SharePremium 2022-01-01 09291105 e:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 09291105 e:RetainedEarningsAccumulatedLosses 2023-12-31 09291105 e:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 09291105 e:RetainedEarningsAccumulatedLosses 2022-12-31 09291105 e:RetainedEarningsAccumulatedLosses 2022-01-01 09291105 d:OrdinaryShareClass1 2023-01-01 2023-12-31 09291105 d:OrdinaryShareClass1 2023-12-31 09291105 d:OrdinaryShareClass1 2022-12-31 09291105 d:FRS102 2023-01-01 2023-12-31 09291105 d:Audited 2023-01-01 2023-12-31 09291105 d:FullAccounts 2023-01-01 2023-12-31 09291105 d:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 09291105 e:WithinOneYear 2023-12-31 09291105 e:WithinOneYear 2022-12-31 09291105 e:BetweenOneFiveYears 2023-12-31 09291105 e:BetweenOneFiveYears 2022-12-31 09291105 2 2023-01-01 2023-12-31 09291105 e:AcceleratedTaxDepreciationDeferredTax 2023-12-31 09291105 e:AcceleratedTaxDepreciationDeferredTax 2022-12-31 09291105 e:TaxLossesCarry-forwardsDeferredTax 2023-12-31 09291105 e:TaxLossesCarry-forwardsDeferredTax 2022-12-31 09291105 g:PoundSterling 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 09291105










EPIGNOSIS UK LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
EPIGNOSIS UK LIMITED
 
 
COMPANY INFORMATION


Directors
C Mathiopoulos 
M Dramalioti-taylor 
N Arora (appointed 30 November 2023)




Company secretary
Fieldfisher Secretaries Limited



Registered number
09291105



Registered office
1 Fore Street Avenue

London

EC2Y 9DT




Independent auditors
Haysmacintyre LLP

10 Queen Street Place

London

EC4R 1AG





 
EPIGNOSIS UK LIMITED
 

CONTENTS



Page
Strategic Report
 
 
1 - 3
Directors' Report
 
 
4 - 5
Independent Auditors' Report
 
 
6 - 8
Statement of Comprehensive Income
 
 
9
Statement of Financial Position
 
 
10
Statement of Changes in Equity
 
 
11
Statement of Cash Flows
 
 
12
Analysis of Net Debt
 
 
13
Notes to the Financial Statements
 
 
14 - 24


 
EPIGNOSIS UK LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Business review
 
Epignosis UK Limited is a limited company incorporated in England and Wales.
The registered office and principal place of business is 1 Fore Street Avenue, London, EC2Y 9DT. 
The principal activity is to sublicense and distribute LMS Software as a service.
Operating Environment of the Company
The ongoing Russia-Ukraine conflict has intensified geopolitical tensions in Eastern Europe. Sanctions imposed by various countries, including the UK, US, EU, Switzerland, and others, have disrupted global trade flows and increased commodity prices. While the company has limited direct exposure to the conflict, it may indirectly experience negative impacts due to rising energy costs, foreign exchange fluctuations, and economic uncertainty.
Management has considered the unique circumstances and the risk exposures of the Company and has concluded that there is no significant impact in the Company's profitability position. The event is not expected to have an immediate material impact on the business operations. Management will continue to monitor the situation closely and will take the appropriate measures in case the crisis becomes prolonged.

Principal risks and uncertainties
 
Financial risk management Financial risk factors
The Company is exposed to credit risk, liquidity risk, currency risk and capital risk management arising from the financial instruments it holds. The risk management policies employed by the Company to manage these risks are discussed below:
a. Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to meet an obligation. Credit risk arises from cash and cash equivalents and outstanding receivables.
i. Risk management
Credit risk is managed on an individual basis. For banks and financial institutions, the Company has established policies whereby the majority of bank balances are held with independently rated parties with a minimum rating of ['C'].
If debtors are independently rated, these ratings are used. Otherwise, if there is no independent rating, Management assesses the credit quality of the customer, taking into account its financial position, past experience and other factors.
These policies enable the Company to reduce its credit risk significantly.
ii. Impairment of financial assets
The Company has the following types of financial assets that are subject to the expected credit loss model:
• trade receivables
• cash and cash equivalents
Cash and cash equivalents
The Company assesses, on an individual basis, its exposure to credit risk arising from cash at bank. This assessment takes into account, ratings from external credit rating institutions and internal ratings, if external are not available.
Bank deposits held with banks with investment grade rating are considered as low credit risk.
 
Page 1

 
EPIGNOSIS UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


iii. Credit related commitments
The primary purpose of these instruments is to ensure that funds are available to a borrower as required. Guarantees which represent irrevocable assurances that the Company will make payments in the event that a counterparty cannot meet its obligations to third parties, carry the same credit risk as loans receivable. Commitments to extend credit represent unused portions of authorisations to extend credit in the form of loans or guarantees. With respect to credit risk on commitments to extend credit, the Company is potentially exposed to loss in an amount equal to the total unused commitments, if the unused amounts were to be drawn down. The Company monitors the term to maturity of credit related commitments, because longer-term commitments generally have a greater degree of credit risk than shorter-term commitments.

b. Liquidity risk
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Company has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities.
c. Currency risk
Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Company's measurement currency. The Company is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the US Dollar, the Great British Pound and the Euro. The Company's Management monitors the exchange rate fluctuations on a continuous basis and acts accordingly.
d. Capital risk management
Capital includes equity shares and share premium, convertible preference shares and loan from parent company.
The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance. The Company's overall strategy remains unchanged from last year.

Financial key performance indicators

2023
2022
<>
<>%
        £
        £
Turnover

9,535,497

7,440,629

2,094,868
 
28.15%
 
Profit before tax

1,201,302

1,083,312

117,990
 
10.89%
 
EBIT

1,103,701

1,056,984

46,717
 
4.42%
 
EBITDA

1,309,156

1,125,915

183,241
 
16,27%
 
EBITDA margin

13.71%

15.10%

-1%
 
-9.19%
 
ROE

49.21%

54.60%

-5%
 
-9.87%
 
ROCE

60.44%

52.70%

8%
 
14.68%
 
Cash Flows from operating activities

215,227

2,341,767

-2,126,540
 
-90.81%
 
Working Capital

1,092,850

905,060

187,790
 
20.75%
 

Page 2

 
EPIGNOSIS UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Other key performance indicators

2023
2022
<>
<>%
        £
        £
Number of Customers

527

408

119
 
29.17%
 
Number of Employees

134

127

7
 
5.51%
 


This report was approved by the board on 2 October 2024 and signed on its behalf.



C Mathiopoulos
Director

Page 3

 
EPIGNOSIS UK LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Results and dividends

The profit for the year, after taxation, amounted to £785,541 (2022: £1,064,847).

Dividends totalling £1,065,000 (2022: £1,750,000) were declared during the year.

Directors

The directors who served during the year were:

C Mathiopoulos 
M Dramalioti-taylor 
N Arora (appointed 30 November 2023)

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.
 
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 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.

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 2006They 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.

Page 4

 
EPIGNOSIS UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Post balance sheet events

There have been no significant events affecting the Company since the year end.

This report was approved by the board on 2 October 2024 and signed on its behalf.
 





C Mathiopoulos
Director


Page 5

 
EPIGNOSIS UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EPIGNOSIS UK LIMITED
 

Opinion


We have audited the financial statements of Epignosis UK Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 2023 and of its profit 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.


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.


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.


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 Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.
Page 6

 
EPIGNOSIS UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EPIGNOSIS UK LIMITED (CONTINUED)




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 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.


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.


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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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.


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:

 
Page 7

 
EPIGNOSIS UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EPIGNOSIS UK LIMITED (CONTINUED)



Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud.
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to regulatory requirements for the software development business, 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, corporation tax, payroll tax and VAT.
We evaluated 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 inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:
•  Inspecting correspondence with the tax authorities;
• Discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
•  Evaluating management's controls designed to prevent and detect irregularities;
•  Identifying and testing journals, in particular journal entries posted with unusual account combinations or with unusual descriptions; and
•  Challenging assumptions and judgements made by management in their critical accounting estimates


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.


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 2006Our 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.





Anastasia Frangos (Senior Statutory Auditor)
for and on behalf of
Haysmacintyre LLP
Statutory Auditors
10 Queen Street Place
London
EC4R 1AG

2 October 2024
Page 8

 
EPIGNOSIS UK LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

  

Turnover
 4 
9,535,497
7,440,629

Cost of sales
  
(7,469,785)
(5,902,233)

Gross profit
  
2,065,712
1,538,396

Administrative expenses
  
(962,011)
(481,411)

Operating profit
  
1,103,701
1,056,985

Interest receivable and similar income
  
97,601
26,362

Interest payable and similar expenses
  
-
(34)

Profit before tax
  
1,201,302
1,083,313

Tax on profit
 8 
(415,761)
(18,466)

Profit for the financial year
  
785,541
1,064,847

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 14 to 24 form part of these financial statements.

Page 9

 
EPIGNOSIS UK LIMITED
REGISTERED NUMBER: 09291105

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 10 
417,860
517,536

Current assets
  

Debtors due after more than 1 year
 11 
315,515
584,660

Debtors due within 1 year
 11 
4,190,294
3,493,200

Cash at bank and in hand
 12 
1,225,142
2,568,054

  
5,730,951
6,645,914

Creditors: amounts falling due within one year
 13 
(4,322,585)
(5,156,194)

Net current assets
  
 
 
1,408,366
 
 
1,489,720

Total assets less current liabilities
  
1,826,226
2,007,256

Creditors: amounts falling due after more than one year
 14 
(84,092)
(57,412)

Deferred tax
  
(71,749)
-

  
 
 
(71,749)
 
 
-

Net assets
  
1,670,385
1,949,844


Capital and reserves
  

Called up share capital 
 16 
1,001
1,001

Share premium account
 17 
879,529
879,529

Profit and loss account
 17 
789,855
1,069,314

  
1,670,385
1,949,844


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 2 October 2024.

C Mathiopoulos
Director

Page 10

 
EPIGNOSIS UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
1,001
879,529
1,754,467
2,634,997



Profit for the year
-
-
1,064,847
1,064,847

Dividends: Equity capital
-
-
(1,750,000)
(1,750,000)



At 1 January 2023
1,001
879,529
1,069,314
1,949,844



Profit for the year
-
-
785,541
785,541

Dividends: Equity capital
-
-
(1,065,000)
(1,065,000)


At 31 December 2023
1,001
879,529
789,855
1,670,385


The notes on pages 14 to 24 form part of these financial statements.

Page 11

 
EPIGNOSIS UK LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
785,541
1,064,847

Adjustments for:

Depreciation of tangible assets
138,339
130,540

Loss on disposal of tangible assets
861
-

Interest paid
-
34

Interest received
(97,601)
(26,362)

Taxation charge
415,761
18,465

Decrease in debtors
38,372
1,349,074

(Increase) in amounts owed by groups
(738,641)
(2,663,948)

(Decrease)/increase in creditors
(273,825)
2,535,413

Corporation tax (paid)
(53,581)
(66,296)

Net cash generated from operating activities

215,226
2,341,767


Cash flows from investing activities

Purchase of tangible fixed assets
(48,844)
(47,289)

Interest received
97,601
26,362

Net cash from investing activities

48,757
(20,927)

Cash flows from financing activities

Dividends paid
(1,606,895)
(1,208,105)

Interest paid
-
(34)

Net cash used in financing activities
(1,606,895)
(1,208,139)

Net (decrease)/increase in cash and cash equivalents
(1,342,912)
1,112,701

Cash and cash equivalents at beginning of year
2,568,054
1,455,353

Cash and cash equivalents at the end of year
1,225,142
2,568,054


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,225,142
2,568,054

1,225,142
2,568,054


The notes on pages 14 to 24 form part of these financial statements.

Page 12

 
EPIGNOSIS UK LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

2,568,054

(1,342,912)

1,225,142


2,568,054
(1,342,912)
1,225,142

The notes on pages 14 to 24 form part of these financial statements.

Page 13

 
EPIGNOSIS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Epignosis UK Limited is a limited company incorporated in England and Wales.
The registered office and principal place of business is 1 Fore Street Avenue, London, EC2Y 9DT.
The principal activity is to sublicense and distribute LMS Software as a service.
The financial statements are presented in Sterling (£).

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 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 judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

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:

Rendering of services

Revenue from a SaaS subscription contract is recognised on a straight line basis across the contract term and 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 stage of completion of the SaaS contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.3

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.

Page 14

 
EPIGNOSIS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.3
Tangible fixed assets (continued)

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.

Depreciation is provided on the following basis:

Freehold property
-
straight line over 8 years
Office equipment
-
straight line over 5 to 10 years

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.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.4

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.5

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.6

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.

 
2.7

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.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.8

Financial instruments

Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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.

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
Page 15

 
EPIGNOSIS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.8
Financial instruments (continued)

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.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

 
2.9

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.

 
2.10

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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.

 
2.11

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.

 
2.12

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.

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 income.
Page 16

 
EPIGNOSIS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.12
Current and deferred taxation (continued)


Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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 is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Tax relief has been claimed based on R&D expenditure incurred in the years 2017 to 2021. This credit has been recognised in the year the claim has been applied. The R&D tax relief claim for 2022 at the time of approval of these financial statements is in the process of being finalised and the expected amount of the credit has been recognised in the previous year.  The R&D tax relief claim for 2023 is under evaluation and no amount has been recognised for this in the year to 31 December 2023. The policy for the expenditure is to be written off as incurred.

 
2.13

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the process of applying its accounting policies, the Company is required to make certain estimates, judgements and assumptions that it believes are reasonable based on the information available.  These judgements, estimates and assumptions affect the amounts of assets and liabilities at the date of the financial statements and the amounts of revenues and expenses recognised during the reporting periods presented.
On an ongoing basis, the Company evaluates its estimates using historical experience, consultation with experts and other methods considered reasonable in the particular circumstances.  Actual results may differ from these estimates, the effect of which is recognised in the period in which the facts that give rise to the revision become known.
The Company believes the following areas to have the most significant impact on the results under FRS 102 are deferred tax, prepayments and deferred income.

Page 17

 
EPIGNOSIS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Subscriptions
3,365,054
2,684,322

Intercompany marketing and R&D services
6,170,443
4,756,306

9,535,497
7,440,628


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
860,535
671,242

Rest of Europe
8,582,530
6,699,708

Rest of the world
92,432
69,678

9,535,497
7,440,628



5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Exchange differences
48,602
(161,981)

Other operating lease rentals
56,192
48,296


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
24,500
21,500

Fees payable to the Company's auditors in respect of:

Taxation compliance services
7,850
15,200

All non-audit services not included above
1,350
-

Page 18

 
EPIGNOSIS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

Staff costs were as follows:


2023
2022
£
£

Wages and salaries
3,900,118
2,976,561

Social security costs
814,045
631,063

4,714,163
3,607,624


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Employees
126
119


8.


Taxation


2023
2022
£
£


Foreign tax


Foreign tax on income for the year
74,718
59,575

Total current tax
74,718
59,575

Deferred tax


Origination and reversal of timing differences
341,043
(41,109)

Total deferred tax
341,043
(41,109)


Tax on profit
415,761
18,466
Page 19

 
EPIGNOSIS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
8.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
1,201,302
1,083,313


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
282,546
205,829

Effects of:


Expenses not deductible for tax purposes
1,346
690

Depreciation for year in excess of capital allowances
25,596
12,168

Foreign tax credits
74,718
59,575

Other differences leading to an increase (decrease) in the tax charge
31,555
(259,796)

Total tax charge for the year
415,761
18,466


Factors that may affect future tax charges

The corporation tax rate increased from 19% to 25% in April 2023 and so will apply to the company's taxable profits for the year ended 31 December 2023.


9.


Dividends

2023
2022
£
£

Ordinary shares


Dividends declared
1,065,000
1,750,000

Page 20

 
EPIGNOSIS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Tangible fixed assets





Freehold property
Office equipment
Total

£
£
£



Cost or valuation


At 1 January 2023
583,248
433,998
1,017,246


Additions
-
48,844
48,844


Disposals
-
(15,749)
(15,749)


Exchange adjustments
(10,635)
(7,913)
(18,548)



At 31 December 2023

572,613
459,180
1,031,793



Depreciation


At 1 January 2023
295,537
204,173
499,710


Charge for the year on owned assets
70,596
67,627
138,223


Disposals
-
(14,888)
(14,888)


Exchange adjustments
(5,389)
(3,723)
(9,112)



At 31 December 2023

360,744
253,189
613,933



Net book value



At 31 December 2023
211,869
205,991
417,860



At 31 December 2022
287,711
229,825
517,536

Page 21

 
EPIGNOSIS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Debtors


2023
2022
£
£

Due after more than one year

Deferred tax asset
315,515
584,660

315,515
584,660

Due within one year

Trade debtors
593,697
650,749

Amounts owed by group undertakings
3,402,589
2,663,948

Other debtors
116,150
131,197

Prepayments and accrued income
77,856
47,305

4,505,807
4,077,859



12.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
1,225,142
2,568,054



13.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
33,418
33,176

Amounts owed to group undertakings
1,512,930
2,459,672

Corporation tax
90,468
72,357

Other taxation and social security
338,581
276,038

Other creditors
6,658
557,548

Accruals and deferred income
2,340,530
1,757,403

4,322,585
5,156,194


Included within other creditors is unpaid dividends totalling £nil (2022: 541,895).

Page 22

 
EPIGNOSIS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Accruals and deferred income
84,092
57,412

84,092
57,412



15.


Deferred taxation




2023


£






At beginning of year
584,660


Charged to profit or loss
(340,894)



At end of year
243,766

The deferred taxation balance is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(71,749)
-

Tax losses carried forward
315,515
584,660

243,766
584,660


16.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1,001 (2022 - 1,001) Ordinary shares shares of £1.00 each
1,001
1,001


Page 23

 
EPIGNOSIS UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Reserves

Share premium account

The amounts disclosed as share premium represent the cumulative additional amounts contributed by shareholders for the share capital.

Profit and loss account

The profit and loss accounts represents the cumulative profits and losses less any dividends declared.


18.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
49,482
55,791

Later than 1 year and not later than 5 years
68,773
118,452

118,255
174,243


19.


Related party transactions

During the year fee income earned from Vinarco Limited, the parent entity, totalled £6,170,443 (2022: £4,756,306) and royalty expenses totalling £2,523,251 (2022: £2,012,591) were paid to Vinarco Limited. 
Receivables from Vinarco Limited at 31 December 2023 were £3,402,589 (2022: £2,663,947) including accrued income and prepaid expenses and payables to Vinarco Limited were £1,512,930 (2022: £2,447,502) including accrued liabilities. 
Payables to Epignosis LLC, a fellow group company at the year end were £nil (2022: £12,170).
Directors’ emoluments for 2023 was £125,936, including pension contributions of £5,583 (2022: £10,231)  and £2,165 (2022: £2,581) for benefits.
The directors are considered to be the key management personnel and their remuneration is summarised above.


20.


Controlling party

The immediate controlling party is Vinarco Ltd, a company registered in Cyprus.

Page 24