ELO Touch Solutions (UK) Limited - Limited company accounts 18.1d

REGISTERED NUMBER: 08047386 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 30 September 2017

for

ELO Touch Solutions (UK) 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

Notes to the Financial Statements

8

DIRECTORS:

Ms Y Wen

M G Bais

C A Witsoe

SECRETARY:

P R Sandringham

REGISTERED OFFICE:

11 Lower Cookham Road

Maidenhead

Berkshire

SL6 8JN

REGISTERED NUMBER:

08047386 (England and Wales)

SENIOR STATUTORY AUDITOR:

Martin Sheehy

AUDITORS:

The Fish Partnership

The Mill House

Boundary Road

Loudwater

High Wycombe

Buckinghamshire

HP10 9QN

The directors present their report with the financial statements of the company for the year ended 30 September 2017.

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 2016 to the date of this

report.

Ms Y Wen

M G Bais

C A Witsoe

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 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, The Fish Partnership, 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:

Ms Y Wen - Director

26 June 2018

Opinion

We have audited the financial statements of ELO Touch Solutions (UK) Limited (the 'company') for the year ended

30 September 2017 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).

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.

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 30 September 2017 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 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 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, 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.

Opinion 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 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.

Our 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.

Other matters which we are required to address

The Financial Statements of ELO Touch Solutions (UK) Limited for the corresponding year ended 30 September 2016

were unaudited.

Martin Sheehy (Senior Statutory Auditor)

for and on behalf of The Fish Partnership

The Mill House

Boundary Road

Loudwater

High Wycombe

Buckinghamshire

HP10 9QN

28 June 2018

TURNOVER

2,557,334

2,583,404

Administrative expenses

2,472,478

2,408,111

OPERATING PROFIT

84,856

175,293

Interest receivable and similar income

13,693

-

98,549

175,293

Interest payable and similar expenses

762

117

PROFIT BEFORE TAXATION

97,787

175,176

Tax on profit

38,891

29,548

PROFIT FOR THE FINANCIAL YEAR

58,896

145,628

PROFIT FOR THE YEAR

58,896

145,628

OTHER COMPREHENSIVE INCOME

Currency translation adjustments

(62,153

)

82,744

Actuarial gain (loss) on pension scheme

45,969

(106,197

)

Income tax relating to components of other comprehensive income

(15,160

)

35,024

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(31,344

)

11,571

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

27,552

157,199

Note

Prior year adjustment

4

(109,959

)

(45,052

)

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

(82,407

)

112,147

CURRENT ASSETS

Debtors

5

1,144,356

1,126,887

Cash in hand

131,184

134,612

1,275,540

1,261,499

CREDITORS

Amounts falling due within one year

6

277,427

311,853

NET CURRENT ASSETS

998,113

949,646

TOTAL ASSETS LESS CURRENT LIABILITIES

998,113

949,646

PENSION LIABILITY

9

(649,375

)

(628,460

)

NET ASSETS

348,738

321,186

CAPITAL AND RESERVES

Called up share capital

1

1

Retained earnings

8

348,737

321,185

SHAREHOLDERS' FUNDS

348,738

321,186

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

The financial statements were approved by the Board of Directors on 26 June 2018 and were signed on its behalf by:

Ms Y Wen - 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 the provisions of Section 1A "Small Entities" of 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.

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.

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 9.

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 12 (2016 - 14 ) .

4.	PRIOR YEAR ADJUSTMENT

The defined benefit pension scheme had previously been accounted for following statutory accounting methods

outside of the UK in the unaudited financial statements. The accounts have been restated to comply with FRS102

requiring a prior year adjustment.

30.9.16

£

Profit for the financial year (as previously reported)

130,647

Increase in pension costs

(1,081

)

Increase in deferred tax asset

16,062

Profit for the financial year (restated)

145,628

30.9.16

£

Retained earnings (as previously reported)

431,144

Increase in deferred tax asset

55,649

Increase in pension liability

(165,608

)

Retained earnings (restated)

321,185

30.9.16

Summary of prior year accounting impact

£

Reduction in other creditors

462,851

Increase in pension liability

(628,460

)

Increase in deferred tax asset

55,650

Prior year adjustment - decrease in distributable profits

(109,959

)

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.9.17

30.9.16

as restated

£

£

Amounts owed by group undertakings

1,004,458

1,024,369

Other debtors

139,898

102,518

1,144,356

1,126,887

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

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.9.17

30.9.16

as restated

£

£

Bank loans and overdrafts

-

294

Trade creditors

14,086

6,767

Amounts owed to group undertakings

5,184

-

Taxation and social security

41,657

24,977

Other creditors

216,500

279,815

277,427

311,853

7.	LEASING AGREEMENTS

The total of future minimum lease payments under non-cancellable operating leases is £160,983 (£193,793

2016).

8.

RESERVES

Retained

earnings

£

At 1 October 2016

431,144

Prior year adjustment

(109,959

)

321,185

Profit for the year

58,896

Revaluation reserve

(62,153

)

Remeasurement of retirement

benefit scheme

45,969

Deferred tax on actuarial gain

(15,160

)

At 30 September 2017

348,737

9.	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 2017 and 30 September 2016 was £649,375

and £628,460, respectively, recorded on the balance sheet as other noncurrent liabilities. The expense during

fiscal 2017 and fiscal 2016 was both £55,011 and £48,702, 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 2017.

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

30.9.17

30.9.16

£

£

Fair value of plan assets

-

-

Benefit obligations

649,375

628,460

Funded status (plan assets less benefit obligations)

(649,375

)

(628,460

)

Contributions and distributions made by company

-

-

Net obligation recognised in statement of financial position

(649,375

)

(628,460

)

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

30.9.17

30.9.16

£

£

Service cost

29,269

26,255

Interest cost

25,742

22,447

Charges to the P&L

55,011

48,702

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

30.9.17

30.9.16

£

£

Actuarial (gains)/ losses

(45,969

)

106,197

Exchange (gains)/ losses

11,873

70,748

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

30.9.17

30.9.16

£

£

Benefit obligation at beginning of year

628,460

402,813

Service cost

29,269

26,255

Interest cost

25,742

22,447

Actuarial loss (gain)

(45,969

)

106,197

Exchange rate changes

11,873

70,748

Benefit obligation at the end of the year

649,375

628,460

The principle actuarial assumptions for the current and previous year:

30.9.17

30.9.16

Discount rate

4.07%

4.74%

Rate of compensation increase

2.00%

2.00%

Rate of pension increase

1.00%

1.00%

10.	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.

TGG TS Acquisition Company, incorporated in the state of Delaware, USA, is regarded by the directors as being

the company's ultimate parent company.

The address of ELO Touch Solutions International, Inc. and TGG TS Acquisition Company is 670N. McCarthy

Blvd. Suite 100, Milpitas California 95035.