ELO Touch Solutions (UK) Limited - Limited company accounts 20.1

REGISTERED NUMBER: 08047386 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 30 September 2020

for

ELO Touch Solutions (UK) Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

6

Other Comprehensive Income

7

Balance Sheet

8

Notes to the Financial Statements

9

DIRECTORS:

M G Bais

S J Gilhooly

G A Delatte Jr

SECRETARY:

P R Sandringham

REGISTERED OFFICE:

11 Lower Cookham Road

Maidenhead

Berkshire

SL6 8JN

REGISTERED NUMBER:

08047386 (England and Wales)

SENIOR STATUTORY AUDITOR:

Paul Laird FCCA

AUDITORS:

Azets Audit Services

The Mill House

Boundary Road

Loudwater

High Wycombe

Buckinghamshire

The directors present their report with the financial statements of the company for the year ended 30 September 2020.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of marketing and sales support service provider. Business commenced March, 1 2013.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 October 2019 to the date of this report.

M G Bais

S J Gilhooly

Other changes in directors holding office are as follows:

C A Witsoe - resigned 9 April 2020

G A Delatte Jr - appointed 9 April 2020

DIRECTORS' RESPONSIBILITIES STATEMENT

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). 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, Azets Audit Services, is deemed to have been re-appointed in accordance with Section 487 of the Companies Act 2006.

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:

G A Delatte Jr - Director

11 May 2021

Opinion

We have audited the financial statements of ELO Touch Solutions (UK) Limited (the 'company') for the year ended 30 September 2020 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet 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 30 September 2020 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

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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 directors' responsibilities statement, 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 is 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 an auditor's report 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.

Paul Laird FCCA (Senior Statutory Auditor)

for and on behalf of Azets Audit Services

The Mill House

Boundary Road

Loudwater

High Wycombe

Buckinghamshire

19 May 2021

TURNOVER

2,242,558

2,213,525

Administrative expenses

2,085,595

2,146,575

OPERATING PROFIT

156,963

66,950

Interest receivable and similar income

15,738

14,908

172,701

81,858

Interest payable and similar expenses

1,393

957

PROFIT BEFORE TAXATION

171,308

80,901

Tax on profit

18,919

50,222

PROFIT FOR THE FINANCIAL YEAR

152,389

30,679

PROFIT FOR THE YEAR

152,389

30,679

OTHER COMPREHENSIVE INCOME

Currency translation adjustments

6,543

(3,778

)

Actuarial gain (loss) on pension scheme

(61,246

)

(143,460

)

Income tax relating to components of other comprehensive income

20,199

47,313

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(34,504

)

(99,925

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

117,885

(69,246

)

CURRENT ASSETS

Debtors

4

1,559,386

1,359,291

Cash in hand

176,969

162,985

1,736,355

1,522,276

CREDITORS

Amounts falling due within one year

5

336,105

353,211

NET CURRENT ASSETS

1,400,250

1,169,065

TOTAL ASSETS LESS CURRENT LIABILITIES

1,400,250

1,169,065

PENSION LIABILITY

8

(850,109

)

(736,809

)

NET ASSETS

550,141

432,256

CAPITAL AND RESERVES

Called up share capital

1

1

Retained earnings

7

550,140

432,255

SHAREHOLDERS' FUNDS

550,141

432,256

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 and authorised for issue on 11 May 2021 and were signed on its behalf by:

G A Delatte Jr - Director

1.	STATUTORY INFORMATION

ELO Touch Solutions (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.

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.

The financial statements have been prepared on a going concern basis, under the historical cost convention and in accordance with the Companies Act 2006 and applicable accounting standards in the United Kingdom. The principle accounting policies, which have been applied consistently throughout the year, are set out below.

The financial statements have been prepared on a going concern basis. The Directors have considered relevant information, including the annual budget, forecast future cash flows and the impact of subsequent events in making their assessment. The COVID-19 pandemic and the ensuing economic shutdown has not had a significant impact on the company's operations. In response to the COVID-19 pandemic, the Directors have performed a robust analysis of forecast future cash flows taking into account the potential impact on the business of possible future scenarios arising from the impact of COVID-19. This analysis also considers the effectiveness of available measures to assist in mitigating the impact.

Based on these assessments and having regard to the resources available to the entity, the Directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the accounts.

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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Group Revenue is measured using arm's length remunerations consistent with the groups transfer pricing policy.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial instruments

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditor are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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.

Pension costs and other post-retirement benefits

The company operates a defined benefit scheme, see note 8.

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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 9 (2019 - 11 ) .

4.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.9.20

30.9.19

£

£

Amounts owed by group undertakings

1,391,841

1,214,360

Other debtors

167,545

144,931

1,559,386

1,359,291

The deferred tax asset on the defined benefit pension scheme is shown in other debtors.

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.9.20

30.9.19

£

£

Trade creditors

986

17,848

Amounts owed to group undertakings

5,184

5,184

Taxation and social security

78,455

50,637

Other creditors

251,480

279,542

336,105

353,211

6.	LEASING AGREEMENTS

The total of future minimum lease payments under non-cancellable operating leases is £27,477 (£28,807 2019).

7.

RESERVES

Retained

earnings

£

At 1 October 2019

432,255

Profit for the year

152,389

Revaluation reserve

6,543

Remeasurement of retirement

benefit scheme

(61,246

)

Deferred tax on actuarial valn

20,199

At 30 September 2020

550,140

8.	EMPLOYEE BENEFIT OBLIGATIONS

Our benefit plan is a defined benefit pension plan. The benefit obligation is the projected benefit obligation, which represents the actuarial present value of benefits expected to be paid upon retirement based on estimated future compensation levels. Our plans are unfunded. Our contribution amounts are based on benefit payments made by the plans. The benefits under the defined benefit plans are based on various factors, such as years of service and compensation. The unfunded liability at 30 September 2020 and 30 September 2019 was £850,109 and £736,809, respectively, recorded on the balance sheet as other noncurrent liabilities. The expense during fiscal year 2020 and 2019 was both £30,576 and £32,645, respectively, recorded as operating expense.

Net periodic pension benefit cost is based on the utilization of the projected unit credit method of calculation and is charged to the consolidated statements of operations and comprehensive loss on a systematic basis over the expected average remaining service lives of current participants.

The measurement of benefit obligations and net periodic benefit cost is based on estimates and assumptions determined by our management. These valuations reflect the terms of the plans and use participant-specific information such as compensation, age, and years of service, as well as certain assumptions, including estimates of discount rates, rate of compensation increases, and mortality rates.

An independent actuaries valuation was performed and used for the year ended 30 September 2019.

A reconciliation of the deficit of the scheme for both the current and previous year:

30.9.20

30.9.19

£

£

Fair value of plan assets

-

-

Benefit obligations

(850,109

)

(736,809

)

Funded status (plan assets less benefit obligations)

(850,109

)

(736,809

)

Contributions and distributions made by company

-

-

Net obligation recognised in statement of financial position

(850,109

)

(736,809

)

A reconciliation of the charges to the P&L for the current and previous year:

30.9.20

30.9.19

£

£

Service cost

5,022

7,805

Interest cost

25,554

24,840

Charges to the P&L

30,576

32,645

A reconciliation of the charges to OCI for the current and previous year:

30.9.20

30.9.19

£

£

Actuarial (gains)/ losses

61,246

143,600

Exchange (gains)/ losses

(21,478

)

1,100

A reconciliation of the present value of the schemes liabilities for the current and previous year:

30.9.20

30.9.19

£

£

Benefit obligation at beginning of year

736,809

561,804

Service cost

5,022

7,805

Interest cost

25,554

24,840

Actuarial loss (gain)

61,246

143,460

Exchange rate changes

21,478

(1,100

)

Benefit obligation at the end of the year

850,109

736,809

The principle actuarial assumptions for the current and previous year:

30.9.20

30.9.19

Discount rate

2.98%

3.37%

Rate of compensation increase

2.00%

2.00%

Rate of pension increase

1.00%

1.00%

9.	ULTIMATE CONTROLLING PARTY

The immediate parent company of ELO Touch Solutions (UK) Ltd is ELO Touch Solutions International, Inc. incorporated in the state of Delaware, USA.

ELO Holdings, Inc., incorporated in the state of Delaware, USA is the ultimate parent company as of Dec 14, 2018 when it acquired the stock of TGG TS Acquisition Company. TGG TS Acquisition company was merged out of existence in February 2019.

The address of ELO Touch Solutions International, Inc. and ELO Holdings, Inc. is 670N. McCarthy Blvd. Suite 100, Milpitas California 95035.