Eurospan Limited - Limited company accounts 18.2

REGISTERED NUMBER: 00816437 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2017

for

Eurospan Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Profit and Loss Account

6

Consolidated Other Comprehensive Income

7

Consolidated Statement of Financial Position

8

Company Statement of Financial Position

9

Consolidated Statement of Changes in Equity

10

Company Statement of Changes in Equity

11

Consolidated Statement of Cash Flows

12

Notes to the Consolidated Statement of Cash Flows

13

Notes to the Consolidated Financial Statements

15

DIRECTORS:

M A Geelan

Ms C E Fraser

S G Lustig

K P Rhodes

REGISTERED OFFICE:

Gray's Inn House

127 Clerkenwell Road

London

EC1R 5DB

REGISTERED NUMBER:

00816437 (England and Wales)

AUDITORS:

George Hay Partnership LLP

Chartered Accountants

and Statutory Auditor

Unit 1B

Focus 4

Fourth Avenue

Letchworth

Hertfordshire

SG6 2TU

The directors present their strategic report of the company and the group for the year ended

31 December 2017.

PRINCIPAL ACTIVITIES & BUSINESS REVIEW

The principal activity of the Company continued to be that of marketing, selling and distributing academic,

reference and professional publications on behalf of a group of commercial publishers, associations, societies

and other non-profit organisations.

The Company's physical distribution, including warehousing, fulfilment customer services and credit control,

continued to be handled by its subsidiary company, Turpin Distribution Services Limited.

Asiaspan Limited, a fully-owned Company subsidiary, houses trading within all Asia-Pacific territories, to

include Central Asia, South Asia, South East Asia, the Far East and Australasia.

The Group recorded turnover of £13.2m for the 2017 financial year. This represents a 9.2% increase from

2016 (£12.0m), despite continued restrictions on customer budgets and competitive pressure on pricing.

Sales growth was primarily driven by Asia-Pacific markets and the addition of new clients.

The Group achieved post -tax profit of £708,493 (5.5%) compared to £375,000 (3.1%) in 2016.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company's principal risks and uncertainties arise from client retention. The risk is managed through

securing multi-year or rolling contracts with clients and by investing significant resources in client relations.

The Company's client retention rate remains in excess of 95%.

The Company operates in a multi-currency environment for both purchases and sales. Movements in

exchange rates can therefore pose a risk to the financial performance of the business. The Company uses

forward contracts and options to manage currency risk affecting costs and revenues.

In the Company's Asiaspan subsidiary the Directors are mindful of the risk of possible bad debts from

customers in developing countries in the region and continue to take the necessary steps to limit credit/see

advance payment where possible.

KEY PERFORMANCE INDICATORS

The group is mindful of its obligations to its suppliers and customers. Supplier relationships are highly valued

and are subject to close scrutiny by Senior Executives. Sales reporting and analytics are provided on a

monthly basis. Payments for goods and services supplied are always made in a timely fashion. Revenue

performance versus budget is constantly under review - by client publisher, by region/country/customer and

by title.

FUTURE DEVELOPMENTS

The Group intends to continue with its principal activities as set out above.

Further expansion of activities is planned in the Asia-Pacific and Latin America geographic regions.

Turpin Distribution is in the process of implementing a new fulfilment system which will support the

development of innovative client services.

Asiaspan will continue to pursue a strategy of growth through product range expansion and the acquisition of

new customers.

ON BEHALF OF THE BOARD:

K P Rhodes - Director

27 September 2018

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

ended 31 December 2017.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2017 will be £ 100,000 .

DIRECTORS

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

this report.

M A Geelan

Ms C E Fraser

S G Lustig

K P Rhodes

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 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;

-	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 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 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 group's auditors are aware of that information.

AUDITORS

The auditors, George Hay Partnership LLP, will be proposed for re-appointment at the forthcoming Annual

General Meeting.

ON BEHALF OF THE BOARD:

K P Rhodes - Director

27 September 2018

Opinion

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

'group') for the year ended 31 December 2017 which comprise the Consolidated Profit and Loss Account,

Consolidated Other Comprehensive Income, Consolidated Statement of Financial Position, Company

Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of

Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash

Flows, 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 group's and of the parent company affairs as at 31 December 2017 and of the group's 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

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

Group 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 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 Group 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 Group 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 group and the parent company and its environment

obtained in the course of the audit, we have not identified material misstatements in the Group 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 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.

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 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.

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.

Richard Dilley ACA FCCA (Senior Statutory Auditor)

for and on behalf of George Hay Partnership LLP

Chartered Accountants

and Statutory Auditor

Unit 1B

Focus 4

Fourth Avenue

Letchworth

Hertfordshire

SG6 2TU

27 September 2018

TURNOVER

4

13,234,786

12,006,224

Cost of sales

7,680,497

6,705,710

GROSS PROFIT

5,554,289

5,300,514

Administrative expenses

5,333,119

5,113,366

221,170

187,148

Other operating income

496,163

362,444

OPERATING PROFIT

6

717,333

549,592

Interest receivable and similar income

11,428

21,779

728,761

571,371

Amounts written off investments

7

(10,459

)

15,160

Gain/loss on revaluation of investments

8,708

75,561

(1,751

)

90,721

PROFIT BEFORE TAXATION

730,512

480,650

Tax on profit

8

22,019

106,135

PROFIT FOR THE FINANCIAL YEAR

708,493

374,515

Profit attributable to:

Owners of the parent

388,920

116,864

Non-controlling interests

319,573

257,651

708,493

374,515

PROFIT FOR THE YEAR

708,493

374,515

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

708,493

374,515

Total comprehensive income attributable to:

Owners of the parent

615,722

116,864

Non-controlling interests

92,771

257,651

708,493

374,515

FIXED ASSETS

Intangible assets

11

998,133

925,788

Tangible assets

12

165,029

71,381

Investments

13

130,787

43,992

1,293,949

1,041,161

CURRENT ASSETS

Stocks

14

230,143

281,867

Debtors

15

3,037,556

2,635,533

Cash at bank

12,719,152

14,199,852

15,986,851

17,117,252

CREDITORS

Amounts falling due within one year

16

11,972,354

13,381,601

NET CURRENT ASSETS

4,014,497

3,735,651

TOTAL ASSETS LESS CURRENT LIABILITIES

5,308,446

4,776,812

CREDITORS

Amounts falling due after more than one year

17

(190,000

)

(40,000

)

PROVISIONS FOR LIABILITIES

20

(161,747

)

(143,606

)

NET ASSETS

4,956,699

4,593,206

CAPITAL AND RESERVES

Called up share capital

21

12,200

12,200

Capital redemption reserve

22

7,800

7,800

Retained earnings

22

3,349,308

3,060,388

SHAREHOLDERS' FUNDS

3,369,308

3,080,388

NON-CONTROLLING INTERESTS

23

1,587,391

1,512,818

TOTAL EQUITY

4,956,699

4,593,206

The financial statements were approved by the Board of Directors on 27 September 2018 and were signed on

its behalf by:

K P Rhodes - Director

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

134,437

40,261

Investments

13

144,537

57,742

278,974

98,003

CURRENT ASSETS

Stocks

14

217,400

258,444

Debtors

15

1,997,356

1,615,126

Cash at bank

1,889,549

1,904,945

4,104,305

3,778,515

CREDITORS

Amounts falling due within one year

16

2,744,293

2,369,581

NET CURRENT ASSETS

1,360,012

1,408,934

TOTAL ASSETS LESS CURRENT LIABILITIES

1,638,986

1,506,937

CAPITAL AND RESERVES

Called up share capital

21

12,200

12,200

Capital redemption reserve

22

7,800

7,800

Retained earnings

22

1,618,986

1,486,937

SHAREHOLDERS' FUNDS

1,638,986

1,506,937

Company's profit/(loss) for the financial year

232,049

(133,458

)

The financial statements were approved by the Board of Directors on 27 September 2018 and were signed on its behalf by:

K P Rhodes - Director

Called up

Capital

share

Retained

redemption

capital

earnings

reserve

£

£

£

Balance at 1 January 2016

-

3,368,523

7,800

Changes in equity

Issue of share capital

12,200

-

-

Dividends

-

(424,999

)

-

Total comprehensive income

-

116,864

-

Balance at 31 December 2016

12,200

3,060,388

7,800

Changes in equity

Dividends

-

(100,000

)

-

Total comprehensive income

-

388,920

-

Balance at 31 December 2017

12,200

3,349,308

7,800

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 January 2016

3,376,323

1,304,167

4,680,490

Changes in equity

Issue of share capital

12,200

-

12,200

Dividends

(424,999

)

(49,000

)

(473,999

)

Total comprehensive income

116,864

257,651

374,515

Balance at 31 December 2016

3,080,388

1,512,818

4,593,206

Changes in equity

Dividends

(100,000

)

-

(100,000

)

Total comprehensive income

388,920

92,771

481,691

Balance at 31 December 2017

3,369,308

1,605,589

4,974,897

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2016

-

2,045,394

7,800

2,053,194

Changes in equity

Issue of share capital

12,200

-

-

12,200

Dividends

-

(424,999

)

-

(424,999

)

Total comprehensive income

-

(133,458

)

-

(133,458

)

Balance at 31 December 2016

12,200

1,486,937

7,800

1,506,937

Changes in equity

Dividends

-

(100,000

)

-

(100,000

)

Total comprehensive income

-

232,049

-

232,049

Balance at 31 December 2017

12,200

1,618,986

7,800

1,638,986

Cash flows from operating activities

Cash generated from operations

1

(739,578

)

11,115,610

Gain on Revaluation of Investments

-

(57,600

)

Loss in Forward Contract

(8,708

)

(17,962

)

Tax paid

26,650

(67,576

)

Net cash from operating activities

(721,636

)

10,972,472

Cash flows from investing activities

Purchase of intangible fixed assets

(201,199

)

(209,151

)

Purchase of tangible fixed assets

(155,931

)

(6,449

)

Purchase of fixed asset investments

(76,336

)

-

Sale of intangible fixed assets

7,475

-

Sale of tangible fixed assets

499

8,209

Interest received

11,428

21,779

Net cash from investing activities

(414,064

)

(185,612

)

Cash flows from financing activities

Share issue

-

12,200

Equity dividends paid

(100,000

)

(424,999

)

Dividends paid to minority interests

(245,000

)

(49,000

)

Net cash from financing activities

(345,000

)

(461,799

)

(Decrease)/increase in cash and cash equivalents

(1,480,700

)

10,325,061

Cash and cash equivalents at beginning of year

2

14,199,852

-

Cash and cash equivalents at end of year

2

12,719,152

14,199,852

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

2017

2016

£

£

Profit before taxation

730,512

480,650

Depreciation charges

144,460

102,409

Loss on disposal of fixed assets

40,261

56

Loss on revaluation of fixed assets

8,708

75,561

Amounts written off Investments

(10,459

)

(15,160

)

Finance income

(11,428

)

(21,779

)

902,054

621,737

Decrease/(increase) in stocks

51,724

(281,867

)

Increase in trade and other debtors

(404,273

)

(2,608,722

)

(Decrease)/increase in trade and other creditors

(1,289,083

)

13,384,462

Cash generated from operations

(739,578

)

11,115,610

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in

respect of these Statement of Financial Position amounts:

Year ended 31 December 2017

31.12.17

1.1.17

£

£

Cash and cash equivalents

12,719,152

14,199,852

Year ended 31 December 2016

31.12.16

1.1.16

£

£

Cash and cash equivalents

14,199,852

-