Dial Square 86 Limited - Limited company accounts 18.2

REGISTERED NUMBER: 08696119

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2017

for

DIAL SQUARE 86 LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Consolidated Income Statement

6

Consolidated Balance Sheet

7

Company Balance Sheet

8

Consolidated Statement of Changes in Equity

9

Company Statement of Changes in Equity

10

Notes to the Consolidated Financial Statements

11

DIRECTORS:

D Frank

M Frank

J N Pickard

T Weller (non executive)

T Back (non executive)

S A A Carle

REGISTERED OFFICE:

West Wing - Somerset House

Strand

London

WC2R 1LA

REGISTERED NUMBER:

08696119

AUDITORS:

Haines Watts Partnership (Bristol) Limited

Bath House

6-8 Bath Street

Bristol

BS1 6HL

The directors present their report with the financial statements of the company and the group for the year ended

31 December 2017.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2017 to the date of this

report.

D Frank

M Frank

J N Pickard

T Weller (non executive)

T Back (non executive)

Other changes in directors holding office are as follows:

S A A Carle - appointed 13 December 2017

J E Smith - appointed 11 October 2017 - resigned 13 December 2017

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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 the group and of the profit or loss of the group 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;

The directors are 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 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 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 directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies

Act 2006) of which the group'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 group's

auditors are aware of that information.

AUDITORS

The auditors, Haines Watts Partnership (Bristol) Limited, will be proposed for re-appointment at the forthcoming

Annual General Meeting.

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:

D Frank - Director

28 March 2018

Opinion

We have audited the financial statements of Dial Square 86 Limited (the 'parent company') and its subsidiaries (the

'group') for the year ended 31 December 2017 which comprise the Consolidated Income Statement, Consolidated

Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of

Changes in Equity 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 group's and of the parent company affairs as at 31 December 2017 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.

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 group 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 group'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 group and the parent 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 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 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 Group Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 group's and the parent 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 group or the parent 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.

Ian Charles Bascombe FCA (Senior Statutory Auditor)

for and on behalf of Haines Watts Partnership (Bristol) Limited

Bath House

6-8 Bath Street

Bristol

BS1 6HL

19 April 2018

TURNOVER

-

20,819

Administrative expenses

(2,939,779

)

(2,574,932

)

OPERATING LOSS

4

(2,939,779

)

(2,554,113

)

Interest receivable and similar income

4,964

1,456

(2,934,815

)

(2,552,657

)

Interest payable and similar expenses

(4,500

)

-

LOSS BEFORE TAXATION

(2,939,315

)

(2,552,657

)

Tax on loss

5

190,716

118,680

LOSS FOR THE FINANCIAL YEAR

(2,748,599

)

(2,433,977

)

Loss attributable to:

Owners of the parent

(2,748,599

)

(2,433,977

)

FIXED ASSETS

Intangible assets

7

1,663,534

1,149,062

Tangible assets

8

21,467

19,122

Investments

9

41,281

41,281

1,726,282

1,209,465

CURRENT ASSETS

Debtors

10

156,601

47,543

Cash in hand

2,920,596

1,251,328

3,077,197

1,298,871

CREDITORS

Amounts falling due within one year

11

545,970

192,595

NET CURRENT ASSETS

2,531,227

1,106,276

TOTAL ASSETS LESS CURRENT LIABILITIES

4,257,509

2,315,741

CAPITAL AND RESERVES

Called up share capital

13

336

241

Share premium

10,973,550

6,283,278

Retained earnings

(6,716,377

)

(3,967,778

)

SHAREHOLDERS' FUNDS

4,257,509

2,315,741

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 and authorised for issue by the Board of Directors on 28 March 2018 and

were signed on its behalf by:

D Frank - Director

FIXED ASSETS

Intangible assets

7

-

-

Tangible assets

8

21,467

19,122

Investments

9

41,282

41,282

62,749

60,404

CURRENT ASSETS

Debtors

10

114,646

3,948,573

Cash in hand

2,698,708

1,167,959

2,813,354

5,116,532

CREDITORS

Amounts falling due within one year

11

136,918

42,379

NET CURRENT ASSETS

2,676,436

5,074,153

TOTAL ASSETS LESS CURRENT LIABILITIES

2,739,185

5,134,557

CAPITAL AND RESERVES

Called up share capital

13

336

241

Share premium

10,973,550

6,283,278

Retained earnings

(8,234,701

)

(1,148,962

)

SHAREHOLDERS' FUNDS

2,739,185

5,134,557

Company's loss for the financial year

(7,085,739

)

(429,911

)

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 28 March 2018 and were signed on its behalf by:

D Frank - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2016

-

(1,533,801

)

3,013,700

1,479,899

Changes in equity

Issue of share capital

241

-

3,269,578

3,269,819

Total comprehensive income

-

(2,433,977

)

-

(2,433,977

)

Balance at 31 December 2016

241

(3,967,778

)

6,283,278

2,315,741

Changes in equity

Issue of share capital

95

-

4,690,272

4,690,367

Total comprehensive income

-

(2,748,599

)

-

(2,748,599

)

Balance at 31 December 2017

336

(6,716,377

)

10,973,550

4,257,509

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2016

-

(719,051

)

3,013,700

2,294,649

Changes in equity

Issue of share capital

241

-

3,269,578

3,269,819

Total comprehensive income

-

(429,911

)

-

(429,911

)

Balance at 31 December 2016

241

(1,148,962

)

6,283,278

5,134,557

Changes in equity

Issue of share capital

95

-

4,690,272

4,690,367

Total comprehensive income

-

(7,085,739

)

-

(7,085,739

)

Balance at 31 December 2017

336

(8,234,701

)

10,973,550

2,739,185

1.	STATUTORY INFORMATION

Dial Square 86 Limited is a private company, limited by shares , registered in Not specified/Other. The

company's registered number and registered office address can be found on the General 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.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary

amounts in these financial statements are rounded to the nearest £.

Turnover

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

value added tax and other sales taxes.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost

less any accumulated amortisation and any accumulated impairment losses.

Development costs are being amortised evenly over their estimated useful life of five years.

Tangible fixed assets

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

Fixtures and fittings

-

25% on cost

Computer equipment

-

33% on cost

Taxation

Taxation for the year comprises current tax. Tax is recognised in the Consolidated Income Statement, except to

the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable or received for prior periods using the tax rates and laws

that have been enacted or substantively enacted by the balance sheet date.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the

lease.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension

scheme are charged to profit or loss in the period to which they relate.

Financial instruments

The company only enters into basic financial instruments 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.

Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are

measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected

to be paid or received.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 20 (2016 - 17 ) .

4.	OPERATING LOSS

The operating loss is stated after charging:

2017

2016

£

£

Depreciation - owned assets

10,712

10,998

Development costs amortisation

328,888

104,376

5.

TAXATION

Analysis of the tax credit

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

2017

2016

£

£

Current tax:

UK corporation tax

(190,716

)

(118,680

)

Tax on loss

(190,716

)

(118,680

)

6.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not

presented as part of these financial statements.

7.	INTANGIBLE FIXED ASSETS

Group

Other

intangible

assets

£

COST

At 1 January 2017

1,253,438

Additions

843,360

At 31 December 2017

2,096,798

AMORTISATION

At 1 January 2017

104,376

Charge for year

328,888

At 31 December 2017

433,264

NET BOOK VALUE

At 31 December 2017

1,663,534

At 31 December 2016

1,149,062

8.	TANGIBLE FIXED ASSETS

Group

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

COST

At 1 January 2017

21,841

17,229

39,070

Additions

7,303

6,079

13,382

Disposals

(463

)

-

(463

)

At 31 December 2017

28,681

23,308

51,989

DEPRECIATION

At 1 January 2017

9,721

10,227

19,948

Charge for year

6,020

4,692

10,712

Eliminated on disposal

(138

)

-

(138

)

At 31 December 2017

15,603

14,919

30,522

NET BOOK VALUE

At 31 December 2017

13,078

8,389

21,467

At 31 December 2016

12,120

7,002

19,122

Company

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

COST

At 1 January 2017

21,841

17,229

39,070

Additions

7,303

6,079

13,382

Disposals

(463

)

-

(463

)

At 31 December 2017

28,681

23,308

51,989

DEPRECIATION

At 1 January 2017

9,721

10,227

19,948

Charge for year

6,020

4,692

10,712

Eliminated on disposal

(138

)

-

(138

)

At 31 December 2017

15,603

14,919

30,522

NET BOOK VALUE

At 31 December 2017

13,078

8,389

21,467

At 31 December 2016

12,120

7,002

19,122

9.	FIXED ASSET INVESTMENTS

Group

Other

investments

£

COST

At 1 January 2017

and 31 December 2017

41,281

NET BOOK VALUE

At 31 December 2017

41,281

At 31 December 2016

41,281

Company

Shares in

group

Other

undertakings

investments

Totals

£

£

£

COST

At 1 January 2017

and 31 December 2017

1

41,281

41,282

NET BOOK VALUE

At 31 December 2017

1

41,281

41,282

At 31 December 2016

1

41,281

41,282

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

the following:

Subsidiary

The RightsXchange Limited

Registered office: Somerset House, Strand, London WC2R 1LA

Nature of business:

%

Class of shares:

holding

Ordinary shares of £1 each

100.00

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2017

2016

2017

2016

£

£

£

£

Amounts owed by group undertakings

-

-

-

3,915,532

Other debtors

69,322

15,845

27,367

5,422

Prepayments

87,279

31,698

87,279

27,619

156,601

47,543

114,646

3,948,573

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2017

2016

2017

2016

£

£

£

£

Trade creditors

232,927

151,675

73,959

5,809

Social security and other taxes

46,804

31,570

46,804

31,570

Accrued expenses

266,239

9,350

16,155

5,000

545,970

192,595

136,918

42,379