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Registered number: 04580340
OXFORD CONVERSIS LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2018
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OXFORD CONVERSIS LIMITED
REGISTERED NUMBER: 04580340
BALANCE SHEET
AS AT 31 DECEMBER 2018
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 2 to 9 form part of these financial statements.
Page 1
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OXFORD CONVERSIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
Oxford Conversis Limited is a private limited company, incorporated and domiciled in England and Wales. The Company's registered office is The Dairy, Bignel Park Barns, Chesterton, Oxfordshire, England, OX26 1TD with effect from 23 January 2019. The registered office up to 23 January 2019 was Howard House, 70 Baker Street, Weybridge, Surrey, KT13 8AL.
The principal activity of the Company is that of the provision of localisation and translation services.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The financial statements are rounded to the nearest pound Sterling.
The following principal accounting policies have been applied:
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Exemption from preparing consolidated financial statements
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The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible by the Directors for the exemption to prepare consolidated financial statements.
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 contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract 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 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.
At the balance sheet date, the Company had net assets of £652,155 (2017: £765,267) which includes net curent assets of £598,040 (2017: £722,226), having made a loss after tax of £33,112 (2017: profit after tax of £401,608).
The Directors, having assessed approved budgets for at least 12 months from the signing of these financial statements, consider the Company's budgets to be achievable and that the Company is a going concern.
Page 2
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OXFORD CONVERSIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
2.Accounting policies (continued)
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight line basis over the lease term.
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.
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:
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 the Statement of Comprehensive Income.
The Company operates a defined contribution pension scheme. Contributions payable to the Company's pension scheme are charged to profit or loss in the period to which they relate.
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.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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.
Page 3
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OXFORD CONVERSIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
2.Accounting policies (continued)
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Foreign currency translation
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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.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet 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 balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Investments in subsidiaries are measured at cost less accumulated impairment.
Page 4
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OXFORD CONVERSIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
2.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.
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.
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The average monthly number of employees, including directors, during the year was 28 (2017 - 25).
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Page 5
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OXFORD CONVERSIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
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During the year ended 31 December 2018, the Company set up a subsidiary, Conversis USA, Inc. The registered office of the subsidiary is The Corporate Trust Centre, 1209 Orange Street, Wilmington, DE 19801.
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Prepayments and accrued income
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Cash and cash equivalents
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Page 6
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OXFORD CONVERSIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to the immediate parent company, Ruxley Holdings Limited, are secured by fixed and floating charges over the undertaking and all property and assets present and future.
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Charged to profit or loss
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The provision for deferred taxation is made up as follows:
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Fixed asset timing differences
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Page 7
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OXFORD CONVERSIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
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Allotted, called up and fully paid
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50,000 (2017 - 50,000) Ordinary shares of £1.00 each
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21,429 (2017 - 21,429) Convertible shares of £1.00 each
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28,571 (2017 - 28,571) Deferred shares of £1.00 each
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Convertible shares rank pari passu with Ordinary shares. Deferred shares have no right to a dividend nor to vote at a general meeting.
Convertible shares will convert to Deferred shares immediately prior to a sale, disposal or listing whilst a certain Director is a shareholder and the attainment of specified EBITDA figures.
On a winding up, the available assets of the Company would be applied in the following order of priority: payment to holders of Ordinary shares first, convertible shares second and deferred shares third.
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During the year ended 31 December 2018, the Company received a claim for unfair dismissal from a former employee. The amount being claimed would be material to the financial statements but the Directors and their advisors refute the basis of the claim and it is the subject of legal action. Due to this, the estimated value and timing of any potential outflow of economic benefits is uncertain.
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company and amounted to £40,121 (2017: £31,360). Contributions payable at the year end total £3,984 (2017: £2,239).
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Related party transactions
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During the year ended 31 December 2018, dividends of £20,000 were paid to the Directors and £60,000 paid to Ruxley Holdings Limited (2017: £21,000 paid to Directors and £63,000 paid to Ruxley Holdings Limited).
During the year ended 31 December 2018, the Company incurred costs of £200,963 (2017: £117,000) from its immediate parent company for accounting, tax and IT services. £409,582 (2017: £380,239) was owed to its immediate parent company at the year end.
The Company has taken advantage of the exemption under Section 33.1A of FRS 102 not to disclose related party transactions entered into between 100% owned group companies.
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Page 8
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OXFORD CONVERSIS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
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Directors' advances, credits and guarantees
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Balance outstanding at start of the year
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Balance outstanding at end of the year
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The immediate parent company is Ruxley Holdings Limited.
The ultimate control of the Company rests with the Muddyman Family Trust of which A M Muddyman, a director of the Company, is a beneficiary.
The auditor's report on the financial statements for the year ended 31 December 2018 was unqualified.
The audit report was signed on 31 October 2019 by Sue Staunton MA FCA CF (Senior Statutory Auditor) on behalf of James Cowper Kreston.
Page 9
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