Sodick Europe Holdings Limited - Limited company accounts 18.2

REGISTERED NUMBER: 04618743 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018

FOR

SODICK EUROPE HOLDINGS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Cash Flow Statement

11

Notes to the Cash Flow Statement

12

Notes to the Financial Statements

13

DIRECTORS:

P E Capp

K Furukawa

H Maejima

SECRETARY:

A Chapple

REGISTERED OFFICE:

Agincourt Road

Warwick

CV34 6XZ

REGISTERED NUMBER:

04618743 (England and Wales)

AUDITORS:

Saxon & Co.

Statutory Auditors

Chartered Accountants

Kings Chambers

Queens Cross

High Street

Dudley

West Midlands

DY1 1QT

The directors present their strategic report for the year ended 31 December 2018.

REVIEW OF BUSINESS

The results for the year and financial position of the company are shown in the annexed financial statements.

The directors consider the loss incurred on ordinary activities before taxation to be satisfactory given the trading

conditions that prevailed during the year.

Given the straightforward nature of the business, the company's directors are of the opinion that analysis using key

performance indicators is not necessary for the understanding of the development, performance or position of the

business.

ON BEHALF OF THE BOARD:

P E Capp - Director

25 September 2019

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

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2018.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

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

report.

P E Capp

K Furukawa

Other changes in directors holding office are as follows:

H Maejima - appointed 22 March 2018

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, 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). 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 or she ought to have

taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the

company's auditors are aware of that information.

AUDITORS

The auditors, Saxon & Co., will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

P E Capp - Director

25 September 2019

Opinion

We have audited the financial statements of Sodick Europe 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, Cash Flow Statement and Notes to the Cash Flow Statement, 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 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 Strategic

Report and 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 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.

Responsibilities of directors

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

Anthony Saxon (Senior Statutory Auditor)

for and on behalf of Saxon & Co.

Statutory Auditors

Chartered Accountants

Kings Chambers

Queens Cross

High Street

Dudley

West Midlands

DY1 1QT

25 September 2019

TURNOVER

-

-

Administrative expenses

119,624

56,563

OPERATING LOSS

5

(119,624

)

(56,563

)

Income from shares in group undertakings

2,867,450

1,341,900

2,747,826

1,285,337

Interest payable and similar expenses

6

32,720

25,265

PROFIT BEFORE TAXATION

2,715,106

1,260,072

Tax on profit

7

-

(31,163

)

PROFIT FOR THE FINANCIAL YEAR

2,715,106

1,291,235

PROFIT FOR THE YEAR

2,715,106

1,291,235

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,715,106

1,291,235

FIXED ASSETS

Tangible assets

8

4,717,061

-

Investments

9

8,041,502

8,041,502

12,758,563

8,041,502

CURRENT ASSETS

Debtors

10

349,473

1,559

Cash at bank

3,094,504

2,680,416

3,443,977

2,681,975

CREDITORS

Amounts falling due within one year

11

1,584,599

1,366,037

NET CURRENT ASSETS

1,859,378

1,315,938

TOTAL ASSETS LESS CURRENT LIABILITIES

14,617,941

9,357,440

CREDITORS

Amounts falling due after more than one year

12

3,877,367

1,331,972

NET ASSETS

10,740,574

8,025,468

CAPITAL AND RESERVES

Called up share capital

14

15,298

15,298

Share premium

15

6,723,679

6,723,679

Capital redemption reserve

15

781

781

Retained earnings

15

4,000,816

1,285,710

SHAREHOLDERS' FUNDS

10,740,574

8,025,468

The financial statements were approved by the Board of Directors on 25 September 2019 and were signed on its behalf by:

P E Capp - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 April 2017

15,298

(5,525

)

6,723,679

781

6,734,233

Changes in equity

Total comprehensive income

-

1,291,235

-

-

1,291,235

Balance at 31 December 2017

15,298

1,285,710

6,723,679

781

8,025,468

Changes in equity

Total comprehensive income

-

2,715,106

-

-

2,715,106

Balance at 31 December 2018

15,298

4,000,816

6,723,679

781

10,740,574

Cash flows from operating activities

Cash generated from operations

1

(431,950

)

(58,122

)

Interest paid

(32,720

)

(25,265

)

Net cash from operating activities

(464,670

)

(83,387

)

Cash flows from investing activities

Purchase of tangible fixed assets

(4,717,061

)

-

Dividends received

2,867,450

1,341,900

Net cash from investing activities

(1,849,611

)

1,341,900

Cash flows from financing activities

New loans in year

2,673,000

14,784

Net cash from financing activities

2,673,000

14,784

Increase in cash and cash equivalents

358,719

1,273,297

Cash and cash equivalents at beginning of year

2

2,680,416

1,329,605

Effect of foreign exchange rate changes

55,369

77,514

Cash and cash equivalents at end of year

2

3,094,504

2,680,416

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

Period

1.4.17

Year Ended

to

31.12.18

31.12.17

£

£

Profit before taxation

2,715,106

1,260,072

Finance costs

32,720

25,265

Finance income

(2,867,450

)

(1,341,900

)

(119,624

)

(56,563

)

Increase in trade and other debtors

(347,915

)

(1,559

)

Increase in trade and other creditors

35,589

-

Cash generated from operations

(431,950

)

(58,122

)

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 December 2018

31.12.18

1.1.18

£

£

Cash and cash equivalents

3,094,504

2,680,416

Period ended 31 December 2017

31.12.17

1.4.17

£

£

Cash and cash equivalents

2,680,416

1,329,605

1.	COMPANY INFORMATION

Sodick Europe Holdings Limited is a limited liability company incorporated in England. The registered office

and principal place of business is Agincourt Road, Warwick, CV34 6XZ.

The principal activity of the company in the year under review was that of a holding company.

2.	STATUTORY INFORMATION

Sodick Europe 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.

3.	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.

Preparation of consolidated financial statements

The financial statements contain information about Sodick Europe Holdings 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, Sodick Co., Ltd., whose registered office is: 3-12-1, Nakamachidai, Tsuzuki-ku, Yokohama, Kanagawa,

224-8522 Japan.

Tangible fixed assets

During the accounting period the company acquired the freehold of land at Agincourt Road, Warwick, CV34

6XZ, UK, and commenced construction of a new headquarters for Sodick Europe Limited. Held under Freehold

Property within Tangible Fixed Assets is the total cost to date of the development. As the property will be let to a

subsidiary company within the group it will be held at depreciated cost rather than under the investment property

rules of FRS 102. No depreciation has been provided in the current year as completion of the new property was

not until April 2019.

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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the

balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at

the date of transaction. Exchange differences are taken into account in arriving at the operating result.

4.	EMPLOYEES AND DIRECTORS

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

The average number of employees during the year was as follows:

Period

1.4.17

Year Ended

to

31.12.18

31.12.17

Directors

3

2

Period

1.4.17

Year Ended

to

31.12.18

31.12.17

£

£

Directors' remuneration

-

-

5.	OPERATING LOSS

The operating loss is stated after charging:

Period

1.4.17

Year Ended

to

31.12.18

31.12.17

£

£

Auditors' remuneration

6,600

7,800

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

1.4.17

Year Ended

to

31.12.18

31.12.17

£

£

Interest paid

32,720

25,265

7.

TAXATION

Analysis of the tax credit

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

Period

1.4.17

Year Ended

to

31.12.18

31.12.17

£

£

Current tax:

UK corporation tax

-

(31,163

)

Tax on profit

-

(31,163

)

Reconciliation of total tax credit 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:

Period

1.4.17

Year Ended

to

31.12.18

31.12.17

£

£

Profit before tax

2,715,106

1,260,072

Profit multiplied by the standard rate of corporation tax in the UK of 19% (2017 - 19%)

515,870

239,414

Effects of:

Income not taxable for tax purposes

(544,816

)

(254,961

)

Utilisation of tax losses

28,946

15,547

Adjustments to tax charge in respect of previous periods

-

(31,163

)

Total tax credit

-

(31,163

)

8.	TANGIBLE FIXED ASSETS

Freehold

property

£

COST

Additions

4,717,061

At 31 December 2018

4,717,061

NET BOOK VALUE

At 31 December 2018

4,717,061

9.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2018

and 31 December 2018

8,041,502

NET BOOK VALUE

At 31 December 2018

8,041,502

At 31 December 2017

8,041,502

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Sodick Europe Limited

Registered office: Agincourt Road, Warwick, CV34 6XZ

Nature of business: Sales of products from Sodick Group range

%

Class of shares:

holding

Ordinary

100.00

2018

2017

£

£

Aggregate capital and reserves

9,471,893

8,646,641

Profit for the year/period

3,113,860

1,749,681

Sodick Deutschland GmbH

Registered office: Muendelheimer Weg 57, Dusseldorf, 40472, Germany.

Nature of business: Sales of products from Sodick Group range

%

Class of shares:

holding

Ordinary

100.00

2018

2017

£

£

Aggregate capital and reserves

5,708,842

5,913,209

Profit for the year/period

1,150,003

731,361

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

£

Other debtors

-

1,559

VAT

333,490

-

Prepayments

15,983

-

349,473

1,559

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

£

Bank loans and overdrafts (see note 13)

180,343

-

Trade creditors

40,061

-

Amounts owed to group undertakings

1,352,570

1,349,940

Accrued expenses

11,625

16,097

1,584,599

1,366,037

12.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2018

2017

£

£

Bank loans (see note 13)

2,524,797

-

Amounts owed to group undertakings

1,352,570

1,331,972

3,877,367

1,331,972

13.

LOANS

An analysis of the maturity of loans is given below:

2018

2017

£

£

Amounts falling due within one year or on demand:

Bank loans

180,343

-

Amounts falling due between one and two years:

Bank loans - 1-2 years

360,686

-

Amounts falling due between two and five years:

Bank loans - 2-5 years

2,164,111

-

During the year the company borrowed €3,000,000 from Sumito Mitsui Banking Corporation Europe Limited.

The loan is repayable in instalments of €200,000 every six months, commencing on 30th November 2019, with a

balancing payment of €1,600,000 on 31st May 2023. A fixed rate of interest is payable quarterly.

The loan has been guaranteed by the ultimate parent company, Sodick Co., Ltd.

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2018

2017

value:

£

£

15,298

Ordinary shares

£1

15,298

15,298