Isena Limited - Limited company accounts 18.2

REGISTERED NUMBER: 06484855 (England and Wales)

Group Strategic Report, Report of the Director and

Consolidated Financial Statements for the Year Ended 31 August 2016

for

Isena Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

5

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTOR:

Mr D Mulchi

REGISTERED OFFICE:

4th Floor,

Clerks' Well House

20 Britton Street

London

EC1M 5UA

REGISTERED NUMBER:

06484855 (England and Wales)

AUDITORS:

Menzies LLP

Chartered Accountants

Statutory Auditor

Lynton House

7-12 Tavistock Square

London

WC1H 9LT

The director presents his strategic report of the company and the group for the year ended 31

August 2016.

REVIEW OF BUSINESS

The company's principal activities during the year were the operating of a school in Spain and

provision of transportation services to that school. The directors regard turnover and gross margin

as the key performance indicators of the business.

Despite difficult trading conditions, 2016 was a year of reasonable performance. Turnover

decreased by 4.9% and competitive pressure on selling prices and cost of sales resulted in a

4.78% loss in gross margin.

Additional amortisation and depreciation charges related to prior periods, but accounted for this

year led to an exceptional operating loss.

The results for the year and the financial position at the year-end were considered satisfactory by

the directors. The group's directors expect the environment in which they operate will continue to

be difficult over the coming years. It is not possible to predict the group's future performance with

any accuracy. However, the group will continue to deliver an excellent service while managing its

cost base carefully. The directors believe that the group's market position, understanding of clients

and strong balance sheet will allow it to remain successful in the short-term and to avail of the

opportunities that will present themselves as and when the market conditions improve. As a result,

the directors consider it appropriate to prepare the financial statements on the going concern

basis.

PRINCIPAL RISKS AND UNCERTAINTIES

There are a number of potential risks and uncertainties which could have a material effect on the

company's and group's long term performance. Current global economic conditions have

negatively impacted and may continue to impact the group's business, results and financial

condition. The group may be affected by the default of counterparties in respect of money owed.

The group is exposed to interest rate fluctuations.

The group may be adversely affected by government regulations.

The group faces strong competition in its various markets, if the group fails to be successful,

market share will decline.

The risks above are managed by

- innovative product sourcing and strict control of costs,

- close attention to customer service levels and product innovation,

- closely monitor the group's trading activities to manage credit, liquidity and other financial risk,

and

- keeping up to date with any regulatory and economic developments.

ON BEHALF OF THE BOARD:

Mr D Mulchi - Director

23 July 2019

The director presents his report with the financial statements of the company and the group for the

year ended 31 August 2016.

PRINCIPAL ACTIVITIES

The principal activities of the group in the year under review were those of operating of a school in

Spain and provision of transportation services to that school.

DIVIDENDS

No dividends will be distributed for the year ended 31 August 2016.

DIRECTORS

The directors who have held office during the period from 1 September 2015 to the date of this

report are as follows:

Mr D Mulchi - appointed 31 May 2016

Grosvenor Administration Limited - resigned 31 May 2016

Ms S M Hollyman - resigned 31 May 2016

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, 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). 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 the

group and of the profit or loss of the group 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;

- 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 and the group's transactions and disclose with reasonable accuracy at

any time the financial position of the company and the group 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 the group 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 group's auditor is 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 group's auditor is aware of that information.

ON BEHALF OF THE BOARD:

Mr D Mulchi - Director

23 July 2019

We have audited the financial statements of Isena Limited for the year ended 31 August 2016 on

pages seven to twenty six. The financial reporting framework that has been applied in their

preparation is 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'.

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.

Respective responsibilities of director and auditors

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements

sufficient to give reasonable assurance that the financial statements are free from material

misstatement, whether caused by fraud or error. This includes an assessment of: whether the

accounting policies are appropriate to the group's and the parent company's circumstances and

have been consistently applied and adequately disclosed; the reasonableness of significant

accounting estimates made by the director; and the overall presentation of the financial

statements. In addition, we read all the financial and non-financial information in the Group

Strategic Report and the Report of the Director to identify material inconsistencies with the audited

financial statements and to identify any information that is apparently materially incorrect based on,

or materially inconsistent with, the knowledge acquired by us in the course of performing the audit.

If we become aware of any apparent material misstatements or inconsistencies we consider the

implications for our report.

Opinion on financial statements

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company's affairs as at 31 August 2016 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Group Strategic Report and the Report of the Director

for the financial year for which the financial statements are prepared is consistent with the financial

statements.

Matters on which we are required to report by exception

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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.

Philip King FCA (Senior Statutory Auditor)

for and on behalf of Menzies LLP

Chartered Accountants

Statutory Auditor

Lynton House

7-12 Tavistock Square

London

WC1H 9LT

16 September 2019

TURNOVER

3

3,567,362

3,751,264

Cost of sales

514,676

545,300

GROSS PROFIT

3,052,686

3,205,964

Administrative expenses

3,425,981

3,615,911

(373,295

)

(409,947

)

Other operating income

12,124

22,988

OPERATING LOSS

5

(361,171

)

(386,959

)

Interest receivable and similar income

6

28,931

35,610

(332,240

)

(351,349

)

Interest payable and similar charges

7

73,201

79,529

LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION

(405,441

)

(430,878

)

Tax on loss on ordinary activities

8

(46,612

)

28,434

LOSS FOR THE FINANCIAL YEAR

(358,829

)

(459,312

)

Loss attributable to:

Owners of the parent

(345,730

)

(464,964

)

Minority interests

(13,099

)

5,652

(358,829

)

(459,312

)

LOSS FOR THE YEAR

(358,829

)

(459,312

)

OTHER COMPREHENSIVE INCOME

Other reserves

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(358,829

)

(459,312

)

Total comprehensive income attributable to:

Owners of the parent

(345,730

)

(464,964

)

Non-controlling interests

(13,099

)

5,652

(358,829

)

(459,312

)

FIXED ASSETS

Intangible assets

10

96,092

192,184

Tangible assets

11

5,272,979

5,407,027

Investments

12

3,024

3,141

5,372,095

5,602,352

CURRENT ASSETS

Stocks

13

1,046

905

Debtors

14

1,115,175

1,012,372

Investments

15

309,315

694,800

Cash at bank and in hand

895,269

782,298

2,320,805

2,490,375

CREDITORS

Amounts falling due within one year

16

6,160,202

6,206,373

NET CURRENT LIABILITIES

(3,839,397

)

(3,715,998

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,532,698

1,886,354

CREDITORS

Amounts falling due after more than one year

17

(64,207

)

(53,821

)

PROVISIONS FOR LIABILITIES

20

-

(5,214

)

MINORITY INTERESTS

21

(110,259

)

(123,358

)

NET ASSETS

1,358,232

1,703,961

CAPITAL AND RESERVES

Called up share capital

22

3

3

Other reserves

23

1,531,822

1,361,820

Retained earnings

23

(173,593

)

342,138

SHAREHOLDERS' FUNDS

1,358,232

1,703,961

The financial statements were approved and authorised for issue by the director on 23 July 2019

and were signed by:

Mr D Mulchi - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

2,005,736

2,005,736

2,005,736

2,005,736

CURRENT ASSETS

Debtors

14

3,472,500

3,397,430

Cash in hand

3

3

3,472,503

3,397,433

CREDITORS

Amounts falling due within one year

16

5,542,040

5,439,794

NET CURRENT LIABILITIES

(2,069,537

)

(2,042,361

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(63,801

)

(36,625

)

CAPITAL AND RESERVES

Called up share capital

22

3

3

Retained earnings

23

(63,804

)

(36,628

)

SHAREHOLDERS' FUNDS

(63,801

)

(36,625

)

The financial statements were approved and authorised for issue by the director on 23 July 2019 and were signed by:

Mr D Mulchi - Director

Called up

share

Retained

Other

capital

earnings

reserves

€

€

€

Balance at 1 September 2014

3

1,006,682

1,010,440

Changes in equity

Deficit for the year

-

(464,964

)

-

Other comprehensive income

-

(199,580

)

199,580

Total comprehensive income

-

(664,544

)

199,580

No description

-

-

151,800

Balance at 31 August 2015

3

342,138

1,361,820

Changes in equity

Deficit for the year

-

(345,730

)

-

Other comprehensive income

-

(170,001

)

1

Total comprehensive income

-

(515,731

)

1

No description

-

-

170,001

Balance at 31 August 2016

3

(173,593

)

1,531,822

Non-controlling

Total

Total

interests

equity

€

€

€

Balance at 1 September 2014

2,017,125

117,706

2,134,831

Changes in equity

Deficit for the year

(464,964

)

5,652

(459,312

)

Other comprehensive income

-

-

-

Total comprehensive income

(464,964

)

5,652

(459,312

)

No description

151,800

-

151,800

Balance at 31 August 2015

1,703,961

123,358

1,827,319

Changes in equity

Deficit for the year

(345,730

)

(13,099

)

(358,829

)

Other comprehensive income

(170,000

)

-

(170,000

)

Total comprehensive income

(515,730

)

(13,099

)

(528,829

)

No description

170,001

-

170,001

Balance at 31 August 2016

1,358,232

110,259

1,468,491

Called up

share

Retained

Total

capital

earnings

equity

€

€

€

Balance at 1 September 2014

-

(9,465

)

(9,465

)

Changes in equity

Issue of share capital

3

-

3

Total comprehensive income

-

(27,163

)

(27,163

)

Balance at 31 August 2015

3

(36,628

)

(36,625

)

Changes in equity

Total comprehensive income

-

(27,176

)

(27,176

)

Balance at 31 August 2016

3

(63,804

)

(63,801

)

Cash flows from operating activities

Cash generated from operations

1

(235,978

)

608,511

Interest paid

(73,201

)

(7,711

)

Tax paid

(34,073

)

(24,385

)

Net cash from operating activities

(343,252

)

576,415

Cash flows from investing activities

Purchase of tangible fixed assets

(24,996

)

(19,105

)

Sale of fixed asset investments

117

-

Sale of current asset investments

156,753

-

Interest received

(133,898

)

46

Dividends received

6,076

6,000

Net cash from investing activities

4,052

(13,059

)

Cash flows from financing activities

New loans in year

76,925

193,134

Loan repayments in year

(10,239

)

(299,167

)

Listed investments

385,485

(694,800

)

Unlisted investments

-

743,776

Net cash from financing activities

452,171

(57,057

)

Increase in cash and cash equivalents

112,971

506,299

Cash and cash equivalents at beginning of year

2

782,298

275,999

Cash and cash equivalents at end of year

2

895,269

782,298

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.8.16

31.8.15

€

€

Loss before taxation

(405,441

)

(430,878

)

Depreciation charges

255,137

163,285

Amortisation (including exceptional)

-

682,483

Write off of investment

-

107,213

Provision for liability

(5,214

)

5,214

Finance costs

73,201

79,529

Finance income

(28,931

)

(35,610

)

(111,248

)

571,236

Increase in stocks

(141

)

(333

)

(Increase)/decrease in trade and other debtors

(22,124

)

18,353

(Decrease)/increase in trade and other creditors

(102,465

)

19,255

Cash generated from operations

(235,978

)

608,511

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents

are in respect of these Balance Sheet amounts:

Year ended 31 August 2016

31.8.16

1.9.15

€

€

Cash and cash equivalents

895,269

782,298

Year ended 31 August 2015

31.8.15

1.9.14

€

€

Cash and cash equivalents

782,298

275,999

1.	GENERAL INFORMATION

The Isena Limited, is a private limited company incorporated in England and Wales. Its

registered office is 4th Floor Clerks Well House, 20 Britton Street, London, United Kingdom,

EC1M 5UA. The company's principal place of business is Calle Ronda de Altair 2, CP:

41703 Dos Hermanas, -Sevilla, Spain.

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" and the Companies Act 2006. The financial statements have been prepared under

the historical cost convention.

First year adoption of Financial Reporting Standard 102 ( FRS 102)

These financial statements for the year ended 31 August 2016 are the first that are prepared

in accordance with FRS 102. The previous financial statements were prepared in

accordance with UK GAAP, the date of transition to FRS 102 is 1 September 2014.

There are no material changes from the transition to FRS102.

Basis of consolidation

The group consolidated the financial statements of the company and its subsidiary

undertakings. The results of subsidiaries acquired or sold are consolidated on a time

apportionment basis, for the periods from or to the date on which control passed.

Acquisitions are accounted for using the acquisitions method.

Significant judgements and estimates

In the preparation of the financial statements, management has made no judgements,

estimates and assumptions that affect the amounts reported for assets and liabilities as at

the balance sheet date and the amounts reported for revenues and expenses during the

year.

Turnover

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

discounts, rebates, value added tax and other sales taxes.

The turnover represents net invoiced sales of tuition and transportation services, excluding

value added tax.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2009, is

being amortised evenly over its estimated useful life of ten years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its

estimated useful life.

Freehold property

-

2% on cost

Plant and machinery

-

12% on cost

Fixtures and fittings

-

20% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance

for obsolete and slow moving items.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not

reversed at the balance sheet date.

Investments

Investments in subsidiary undertakings in the company's balance sheet are included at cost

less any provision for impairment in value.

Current asset investments are stated at the open market value.

Going concern

The group incurred a net loss of €358,829 during the period ended 31 August 2016, and at

that date had negative retained earnings of €173,593, and the Company balance sheet

shows net liabilities of £63,801. The director has received confirmation from its major

creditor that they will continue to support the company and group by not withdrawing funds

and providing additional support as required for at least one year form the date of approval

of these accounts. On reviewing the group's future cash flow requirements, together with this

support the director believes that it is appropriate to prepare the accounts on the going

concern basis

Financial instruments

Financial assets and financial liabilities are recognised in the Company's statement of

financial position when the Company becomes a party to the contractual provisions of the

instrument.

Financial assets and financial liabilities are initially measured at transaction price.

Transaction costs that are directly attributable to the acquisition or issue of financial assets

and financial liabilities (other than financial assets and financial liabilities at fair value through

profit or loss) are added to or deducted from the transaction price of the financial assets or

financial liabilities, as appropriate, on initial recognition. Transaction costs directly

attributable to the acquisition of financial assets or financial liabilities at fair value through

profit or loss are recognised immediately in profit or loss.

Trade and other receivables are initially measured at transaction price and are subsequently

measured at amortised cost, using the effective interest rate method.

For the purpose of the statement of cash flows, cash and cash equivalents comprise cash at

bank.

Trade and other payables are initially measured at transaction price and are subsequently

measured at amortised cost, using the effective interest rate method.