Geeplus Holdings Limited - Limited company accounts 18.2

REGISTERED NUMBER: 05092504 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018

FOR

GEEPLUS HOLDINGS LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Income Statement

5

Other Comprehensive Income

6

Balance Sheet

7

Statement of Changes in Equity

8

Notes to the Financial Statements

9

DIRECTORS:

J G Chapman

J Degawa

R M Driscoll

T Haglund

V Loeffler

I A Purvis

K E T Knutsson

SECRETARY:

Mrs J S Middleditch

REGISTERED OFFICE:

Chart House

2 Effingham Road

Reigate

Surrey

RH2 7JN

REGISTERED NUMBER:

05092504 (England and Wales)

AUDITORS:

John Williams and Co

Chartered Accountants

Statutory Auditors

Chart House

2 Effingham Road

Reigate

Surrey

RH2 7JN

The directors present their report with the financial statements of the company for the year ended 31 December 2018.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2018 to the date of this

report.

J G Chapman

J Degawa

R M Driscoll

T Haglund

V Loeffler

I A Purvis

K E T Knutsson

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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 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 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 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

enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for

safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud

and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are 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 each director 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.

AUDITORS

The auditors, John Williams and Co, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small

companies.

ON BEHALF OF THE BOARD:

J G Chapman - Director

6 September 2019

Opinion

We have audited the financial statements of Geeplus Holdings Limited (the 'company') for the year ended

31 December 2018 which comprise the Income Statement, Other 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 December 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 the provisions available for small entities, in the circumstances set out in note twelve to the financial statements, 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have 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 directors are responsible for the other information. The other information comprises the information in the Report of

the Directors, 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 Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors 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 Directors.

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' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

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

J Williams (Senior Statutory Auditor)

for and on behalf of John Williams and Co

Chartered Accountants

Statutory Auditors

Chart House

2 Effingham Road

Reigate

Surrey

RH2 7JN

26 September 2019

TURNOVER

165,372

140,395

Administrative expenses

42,467

37,908

OPERATING PROFIT

122,905

102,487

Income from shares in group undertakings

831,556

499,913

954,461

602,400

Interest payable and similar expenses

-

106

PROFIT BEFORE TAXATION

954,461

602,294

Tax on profit

4

23,352

19,705

PROFIT FOR THE FINANCIAL YEAR

931,109

582,589

PROFIT FOR THE YEAR

931,109

582,589

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

931,109

582,589

FIXED ASSETS

Investments

6

767,250

767,250

CURRENT ASSETS

Debtors

7

64,751

226,321

Cash at bank

424,493

276,444

489,244

502,765

CREDITORS

Amounts falling due within one year

8

325,592

670,222

NET CURRENT ASSETS/(LIABILITIES)

163,652

(167,457

)

TOTAL ASSETS LESS CURRENT LIABILITIES

930,902

599,793

CAPITAL AND RESERVES

Called up share capital

9

263,750

263,750

Retained earnings

10

667,152

336,043

SHAREHOLDERS' FUNDS

930,902

599,793

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

The financial statements were approved by the Board of Directors on 6 September 2019 and were signed on its behalf by:

J G Chapman - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2017

263,750

253,457

517,207

Changes in equity

Dividends

-

(500,003

)

(500,003

)

Total comprehensive income

-

582,589

582,589

Balance at 31 December 2017

263,750

336,043

599,793

Changes in equity

Dividends

-

(600,000

)

(600,000

)

Total comprehensive income

-

931,109

931,109

Balance at 31 December 2018

263,750

667,152

930,902

1.	STATUTORY INFORMATION

Geeplus Holdings 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.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

These financial statements have been prepared in British pound sterling.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates,

value added tax and other sales taxes.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to

the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or

substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance

sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from

those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that

have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the

timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they

will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2017 - NIL).

2018

2017

£

£

Directors' remuneration

-

-

4.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2018

2017

£

£

Current tax:

UK corporation tax

23,352

19,705

Tax on profit

23,352

19,705

5.

DIVIDENDS

2018

2016

£

£

Ordinary A shares of £1eachInterim

306,000

255,003

Ordinary B shares of £1eachInterim

150,000

125,000

Ordinary D shares of £1eachInterim

144,000

120,000

600,000

500,003

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2018

and 31 December 2018

767,250

NET BOOK VALUE

At 31 December 2018

767,250

At 31 December 2017

767,250

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

£

Trade debtors

-

91,735

Amounts owed by group undertakings

64,751

134,586

64,751

226,321

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

£

Amounts owed to group undertakings

288,283

503,429

Tax

23,352

34,269

VAT

12,757

11,574

Other creditors

1,200

120,950

325,592

670,222

9.	CALLED UP SHARE CAPITAL

Allotted, issued and

fully paid:

Nominal

2016

2015

Number:

Class:

value:

£

£

75,000

A Ordinary

£1

75,000

75,000

93,750

B Ordinary

£1

93,750

93,750

15,000

C Ordinary

£1

15,000

15,000

80,000

D Ordinary

£1

80,000

80,000

263,750

263,750

10.

RESERVES

Retained

earnings

£

At 1 January 2018

336,043

Profit for the year

931,109

Dividends

(600,000

)

At 31 December 2018

667,152

11.	RELATED PARTY DISCLOSURES

In the year dividends of £180,000 (2017 - £150,000) to J Chapman, £42,000 (2017 - £35,001) to R Driscoll,

£42,000 (2017 - £35,001) to G Henn, £42,000 (2017 - £35,001) to J Degawa, £30,000 (2017 - £25,000) to

Magnet Sales & Service ltd, £NIL (£120,000) to Xelera-Exator AB, £144,000 to Geenoridca AB and £120,000

(2017 - £100,000) to Maccon were paid.

In the year the company made sales of £116,701 (2017: £97,091) to Geeplus Europe Ltd, £27,859 (2017:

£17,792) to Geeplus Asia and £20,812 (2017: £22,142) to Geeplus Inc, all of which are wholly owned

subsidiaries.

Included in debtors is an amount of £64,751 (2017: £134,586) due from Geeplus Asia, a wholly owned

subsidiary

Included in creditors is an amount of £166,361 (2017: £381,507) due to Geeplus Europe Ltd and an amount of

£121,922 (2017: £121,922) due to Geeplus Inc, both of which are wholly owned subsidiaries.

12.	APB ETHICAL STANDARD - PROVISIONS AVAILABLE FOR SMALL ENTITIES

In common with many other businesses of our size and nature we use our auditors to prepare and submit returns

to the tax authorities and assist with the preparation of the financial statements.

13.	ULTIMATE CONTROLLING PARTY