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Escher Group Holdings plc
Annual report 2011
16
Directors’ report
The Directors present their annual
report and the audited financial
statements for the year ended
31 December 2011.
Directors’ responsibilities
for financial statements
The Directors are responsible for
preparing the annual report and the
financial statements in accordance
with International Financial Reporting
Standards (IFRS) as adopted by the
European Union and with those parts
of the Companies Act 1963 to 2009
applicable to companies reporting
under IFRS.
Irish company law requires the Directors
to prepare financial statements for each
financial year that 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 year. In preparing
these financial statements, the Directors
are required to:
—— select suitable accounting policies
and then apply them consistently;
—— make judgements and estimates
that are reasonable and prudent;
—— ensure that the financial statements
comply with IFRS, as adopted by
the European Union; and
—— prepare the financial statements on
the going concern basis, unless it is
inappropriate to presume that the
company will continue in business.
The Directors confirm that they have
complied with the above requirements
in preparing the financial statements.
The Directors are responsible for keeping
proper books of account, that 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 are prepared
in accordance with IFRS, as adopted
by the European Union, and with those
parts of the Companies Act, 1963 to
2009 applicable to companies reporting
under IFRS.
The Directors 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.
The directors are responsible for
the maintenance and integrity of the
corporate and financial information
included on the company’s website.
Legislation in the Republic of Ireland
governing the preparation and
dissemination of financial statements
may differ from legislation in
other jurisdictions.
Books of account
The measures taken by the directors to
secure compliance with the company’s
obligation to keep proper books of
account are the use of appropriate
systems and procedures and employment
of competent persons. The books of
account are kept at 12 Camden Row,
Dublin 8, Ireland.
Going concern
The directors have a reasonable
expectation that the Group has and will
have adequate resources to continue in
operational existence for the foreseeable
future. For this reason, the directors
continue to adopt the going concern
basis in preparing the financial statements.
The financial statements do not include
any adjustments that would be required
if the Group were unable to continue
as a going concern.
Principal activity
Escher Group Holdings plc and its
wholly owned subsidiaries (collectively
the “Group”) is a leading provider
of distributed messaging and data
management solutions and points of
service. The Group develops markets
and sells enterprise‑wide software
applications for post office counter
automation and distributed network
communication. The Group’s principal
customers are international postal
services. The Group services these
customers from their offices in Ireland,
the United States, Singapore, South
Africa and the United Kingdom.
On 25 July 2011, the Group filed for
an Initial Public Offering on London’s
AIM. Admission to AIM occurred on
8 August 2011. This raised US$25.0 million in
funding (US$21.4 million net of expenses).
These funds were used to reduce existing
debt and to provide ongoing working
capital funding.
Review of the business
and future developments
The review of the business and
future developments in outlined
in the Chief Executive’s report on
pages 8 and 9 and the Financial
review on pages 10 and 11.
Results and dividends
The results for the year are set out in
the consolidated income statement on
page 19. It is the Directors’ intention that
all funds generated by the Group will be
invested in the development of the
business, as is usual for a business
at this stage of development.
Principal risks and uncertainties
Management and the Board regularly
review the risks facing the Group. The
Directors consider that the following
are the principal risk factors that could
materially and adversely affect the
Group’s future operating profits or
financial position:
—— technological risk;
—— intellectual property protection;
—— reliance on key systems;
—— data security;
—— dependence on key
management personnel;
—— ability to recruit and retain
skilled personnel;
—— growth management (including
the new US contract);
—— reputation risk;
—— potential requirement
for further investment;
—— economic conditions and current
economic weakness; and
—— financial risk (see below).
Financial risk management
The Group’s operations expose it to
a variety of financial risks that include
market rate risk, foreign exchange risk,
credit risk, liquidity risk and interest rate
risk. Please see note 3 to the financial
statements for further details.
Directors
The names of the persons who were
Directors at any time during the year
ended 31 December 2011 and up to
the date of approval of these financial
statements are as listed on pages 12
and 13 and, unless otherwise indicated,
have served throughout the entire year.