Enghouse Interactive Holdings (UK) Ltd - Limited company accounts 18.2

REGISTERED NUMBER: 02192342 (England and Wales)

Report of the Director and

Audited Financial Statements

for the Year Ended 31 October 2018

for

ENGHOUSE INTERACTIVE HOLDINGS (UK)

LIMITED

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

4

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTOR:

S J Sadler

REGISTERED OFFICE:

Imperium

Imperial Way

Reading

Berkshire

RG2 0TD

REGISTERED NUMBER:

02192342 (England and Wales)

AUDITORS:

Masons Statutory Auditors

337 Bath Road

Slough

Berkshire

SL1 5PR

The director presents his report with the financial statements of the company for the year ended 31 October 2018.

PRINCIPAL ACTIVITIES

The principal activities of the company in the year under review were those of a holding company of a

group.

REVIEW OF BUSINESS

The company was non trading throughout the year.

DIVIDENDS

An interim dividend of £12.12636 per share was paid on 1 October 2018. The director recommends that no final dividend be paid.

The total distribution of dividends for the year ended 31 October 2018 will be £ 16,000,000 .

DIRECTOR

S J Sadler held office during the whole of the period from 1 November 2017 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in

accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law

the director has elected to prepare the financial statements in accordance with United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including

Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of

Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain

the company's transactions and disclose with reasonable accuracy at any time the financial position of the

company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is

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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the

Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he

ought to have taken as a director in order to make himself aware of any relevant audit information and to

establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

S J Sadler - Director

19 July 2019

Opinion

We have audited the financial statements of Enghouse Interactive Holdings (UK) Limited (the 'company') for

the year ended 31 October 2018 which comprise the Statement of Comprehensive Income, Balance Sheet,

Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant

accounting policies. The financial reporting framework that has been applied in their preparation is

applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The

Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally

Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 October 2018 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 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

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us

to report to you where:

-	the director's use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the director has not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The director is responsible for the other information. The other information comprises the information in the

Report of the Director, but does not include the financial statements and our Report of the Auditors 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.

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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director 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 Report of the Director.

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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is

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 director determines 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 director is 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 director either intends to liquidate the company or to cease

operations, or has 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 a Report of the Auditors 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.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Neil John Gadeke FCCA (Senior Statutory Auditor)

for and on behalf of Masons Statutory Auditors

337 Bath Road

Slough

Berkshire

SL1 5PR

19 July 2019

TURNOVER

-

-

OPERATING PROFIT

6

-

-

Income from shares in group undertakings

16,000,000

-

PROFIT BEFORE TAXATION

16,000,000

-

Tax on profit

7

-

-

PROFIT FOR THE FINANCIAL YEAR

16,000,000

-

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

16,000,000

-

FIXED ASSETS

Investments

9

548,536

548,536

CURRENT ASSETS

Debtors

10

54,896

13

Cash at bank

-

54,883

54,896

54,896

NET CURRENT ASSETS

54,896

54,896

TOTAL ASSETS LESS CURRENT LIABILITIES

603,432

603,432

CAPITAL AND RESERVES

Called up share capital

11

1,319,439

1,319,439

Retained earnings

12

(716,007

)

(716,007

)

SHAREHOLDERS' FUNDS

603,432

603,432

The financial statements were approved by the director on 19 July 2019 and were signed by:

S J Sadler - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 November 2016

1,319,439

(716,007

)

603,432

Changes in equity

Balance at 31 October 2017

1,319,439

(716,007

)

603,432

Changes in equity

Dividends

-

(16,000,000

)

(16,000,000

)

Total comprehensive income

-

16,000,000

16,000,000

Balance at 31 October 2018

1,319,439

(716,007

)

603,432

1.	STATUTORY INFORMATION

Enghouse Interactive Holdings (UK) Limited is a private company, limited by shares , registered in

England and Wales. The company's registered number and registered office address can be found on

the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	STATEMENT OF COMPLIANCE

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

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The company ceased trading on the 2 November 2011. The company still holds certain assets as part

of the on-going group structure. As a result the financial statements have been prepared upon a going

concern basis.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial

statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and

Republic of Ireland":

•

the requirements of Section 4 Statement of Financial Position paragraph 4.12(a)(iv);

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of Section 3 Financial Statement Presentation paragraph 3.17(d);

•

the requirements of Section 11 Financial Instruments paragraphs 11.41(b), 11.41(c), 11.41(e), 11.41(f), 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of Section 12 Other Financial Instruments paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirement of Section 33 Related Party Disclosures paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about Enghouse Interactive Holdings (UK) Limited as

an individual company and do not contain consolidated financial information as the parent of a group.

The company is exempt under Section 401 of the Companies Act 2006 from the requirements to

prepare consolidated financial statements as it and its subsidiary undertakings are included by full

consolidation in the consolidated financial statements of its parent, Enghouse Systems Limited, .

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102

'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose

related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates

Management make estimates and assumptions concerning the future. The resulting accounting

estimates and judgements by definition, seldom equal the related actual results. There are no estimates

and assumptions that have a significant risk of causing material adjustment to the carrying amounts of

assets and liabilities within the next financial period.

Investments in subsidiaries

Investments are stated at cost less any provision required for permanent diminution in value.

Financial instruments

The company only enters into basic financial instruments that result in the recognition of financial

assets and liabilities.

Short term debtors are measured at transaction price, less any impairment. Long term debtors and loan

receivable are measured initially at transaction price, net of transaction costs and are subsequently

measured at fair value using the effective interest method, less any impairment.

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty

on notice of withdrawal. Cash equivalents are readily convertible to known amounts of cash with

insignificant risk of change in value.

Short term creditors are measured at transaction price. Long term creditors and loans are measured

initially at transaction price, net of transaction costs and are subsequently measured at fair value using

the effective interest method.

Pension costs and other post-retirement benefits

The company operates a defined contribution scheme. The assets of the scheme are held separately

from those of the company in an independently administered fund. The amount charged against

profits represents the contributions payable to the scheme in respect of the accounting period.

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 October 2018 nor for the year ended 31 October 2017.

5.	DIRECTORS' EMOLUMENTS

31.10.18

31.10.17

£

£

Director's remuneration

-

-

6.	OPERATING PROFIT

Audit fees are borne by other group members and are shown as a charge in those financial statements.

7.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 October 2018 nor for the year ended

31 October 2017.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The

difference is explained below:

31.10.18

£

Profit before tax

16,000,000

Profit multiplied by the standard rate of corporation tax in the UK of 19%

3,040,000

Effects of:

Income not taxable for tax purposes

(3,040,000

)

Total tax charge

-

8.

DIVIDENDS

31.10.18

31.10.17

£

£

Interim

16,000,000

-

9.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 November 2017

and 31 October 2018

548,536

NET BOOK VALUE

At 31 October 2018

548,536

At 31 October 2017

548,536

The company's investments at the balance sheet date in the share capital of companies include the

following:

Enghouse Interactive (UK) Limited

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.10.18

31.10.17

£

£

Amounts owed by group undertakings

54,896

13

11.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

31.10.18

31.10.17

value:

£

£

1,319,439

Ordinary

£1

1,319,439

1,319,439

12.

RESERVES

Retained

earnings

£

At 1 November 2017

(716,007

)

Profit for the year

16,000,000

Dividends

(16,000,000

)

At 31 October 2018

(716,007

)

13.	ULTIMATE PARENT COMPANY

Enghouse Systems Limited (incorporated in Canada ) is regarded by the director as being the

company's ultimate parent company.

The company's immediate parent undertaking is Enghouse Interactive Inc, a company incorporated in

the United States of America.

The only group in which the results of the company for the year ended 31 October 2018 are

consolidated was that headed by Enghouse Systems Limited. The consolidated accounts of this group

for that year are available to the public and may be obtained

from:www.enghouse.com/investors/financials.