Company registration number 03319313 (England and Wales)
A D I UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
A D I UK LIMITED
COMPANY INFORMATION
Directors
G E Williams
J Robinson
W Race
N A Robinson
Company number
03319313
Registered office
Fourth Floor
Unit 5B, The Parklands
Bolton
BL6 4SD
Auditor
Sumer Auditco Limited
The Beehive
City Place
Gatwick
RH6 0PA
Business address
9 - 10 Pittman Court
Pittman Way
Fulwood
Preston
PR2 9ZG
Bankers
Barclays Bank Plc
The Business Centre
PO Box 144
57 Victoria Square
Bolton
BL1 1FH
A D I UK LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 26
A D I UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Fair review of the business
ADI UK Limited has delivered a successful year.
The business has continued to maintain its relationships with existing customers whilst also focusing on driving relationships with new clients. It has continued to focus on increasing its dominance in the UK market and also increasing its presence in the European mainland market and the directors expect that this will continue to be an increasing part of the business in the future.
The overall business performance was in line with the Directors’ expectations. Turnover for the year was £29.4m (2022: £22.1m) an increase of 33%. Reported profit before tax has increased by 63% to £1.3m (2022: £0.8m).
Due to the retention of profits in the company, the net assets have increased to £4.6m (2022: £3.6m) at the balance sheet date. The Directors' are satisfied with this, believing it places the company in a strong and stable financial position.
Objectives and Strategy
The objectives of the company are to deliver long term value to the owners through the supply of LED screens, the installation of audio visual systems, the creation and production of venue based television programs and commercial advertisements, content delivery and broadcast distribution through the Live Venue network and the provision of event day services to UK businesses. The Board's strategy is to achieve this based upon the following principles:
Continued growth by continuing to offer relevant, bespoke solutions which are relevant to our customers needs.
To attract, retain and develop exceptional staff to continuously improve the organisation’s capabilities.
Diversification into new market segments or sales channels to support and spread growth.
Principal risks and uncertainties
The company uses various financial instruments including finance leases and loans. The main risks arising from the company's financial instruments are interest rate risk, credit risk, foreign currency risk, and liquidity risk. The directors review and agree policies for managing each of these risks as summarised below:
Interest rate risk
The company finances its operations through a mixture of retained profits, finance leases and loans. The company exposure to interest rate fluctuations on its borrowings is managed by the use of fixed rates for the majority of its leases and loans, and by the use of a floating rate where appropriate.
Credit risk
The company's principal financial assets are cash and trade debtors. The principal credit risk arises therefore from its trade debtors. To help manage this risk the company usually has in place within its terms and conditions, liens against the assets which they supply. The company is not exposed to any significant direct currency risk from trade debtors since there are no foreign subsidiaries or balances held in foreign locations, and all invoicing is in sterling. The company has policies in place such that credit checks are made on all potential customers as part of the due diligence credit account procedures which are operating well.
Foreign currency risk
The company purchases goods from foreign suppliers and is therefore exposed to translation and foreign exchange risk. This risk is minimised by the directors measuring the risk and forward buying currency when considered appropriate.
Liquidity risk
The company seeks to manage financial risk by ensuring liquidity is available to meet foreseeable needs to invest cash assets safely and profitably. Short term flexibility is achieved by overdraft facilities.
A D I UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Key performance indicators
The directors review the company’s KPIs at the monthly board meetings. These include operational and financial measurements.
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Average number of employees | | |
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The company continues to build new and existing customer relationships as revenue growth continues to be a key focus.
The growth of the company has required investment in terms of staffing and recruitment. Management believe they have recruited well throughout the year and have a skill set to help them achieve their future objectives.
The Directors' are happy with the strength of the balance sheet and believe it places them in a position to continue to grow and develop in the future.
Future developments
The development of new products will continue to be a focus for the R & D team in addition to further refinement of existing products, considering feedback from customers in respect to their use of installations.
The business will be extending it’s reach into the European and other markets for both rental and sales of products through trade shows, face-to-face meetings and demonstrations of its products.
Focus on core UK markets will also continue, particularly considering and developing opportunities and growth that is complementary to the core business.
The company continues to be driven by the commitment and support of excellent employees.
G E Williams
Director
14 August 2024
A D I UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activities of the company continued to be the hire and sale of LED screens, the installation of audio visual systems, the creation and production of venue based television programs and commercial advertisements, content delivery and broadcast distribution through the Live Venue network and the provision of event day services.
Results and dividends
The results for the year are set out on page 8.
No interim dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors' interests in the shares of the company were as stated below:
G E Williams
J Robinson
W Race
N A Robinson
Auditor
Sumer Auditco Limited were appointed as auditor to the company and are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report 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.
Strategic report
In accordance with s414(c)(11) of the Companies Act, included in the strategic report is information relating to the future developments of the business which would otherwise be required by schedule 7 of the "Large and Medium Sized Company's (Accounts and Reports) Regulations 2008" to be contained in the directors report.
A D I UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
G E Williams
Director
14 August 2024
A D I UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF A D I UK LIMITED
- 5 -
Opinion
We have audited the financial statements of A D I UK Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 31 December 2023 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.
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 Auditor's 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.
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 our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
A D I UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF A D I UK LIMITED
- 6 -
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 strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which 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 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 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.
Auditor's 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussions with the directors (as required by auditing standards) and discussed with the directors the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation and taxation legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: laws related to LED screen hire and live events production, employment law, health and safety and data protection.
Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and inspection of regulatory and legal correspondence, if any. Through these procedures we did not become aware of any actual or suspected non-compliance.
A D I UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF A D I UK LIMITED
- 7 -
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
We design procedures in line with our responsibilities, outlined below to detect material misstatement due to fraud:
Matters are discussed amongst the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud
Identifying and assessing the design and effectiveness of controls that management have in place to prevent and detect fraud
Detecting and responding to the risks of fraud following discussions with management and enquiring as to whether management have knowledge of any actual, suspected or alleged fraud;
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's report 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 member, for our audit work, for this report, or for the opinions we have formed.
Caroline Snape
Senior Statutory Auditor
For and on behalf of Sumer Auditco Limited
14 August 2024
Statutory Auditor
The Beehive
City Place
Gatwick
RH6 0PA
A D I UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Notes
£
£
Turnover
3
29,405,019
22,128,994
Cost of sales
(22,015,454)
(16,112,734)
Gross profit
7,389,565
6,016,260
Administrative expenses
(5,672,451)
(5,017,008)
Other operating income
1,727
Operating profit
4
1,717,114
1,000,979
Interest receivable and similar income
7
24,925
11,460
Interest payable and similar expenses
8
(468,371)
(310,883)
Amounts written off investments
9
-
77,520
Profit before taxation
1,273,668
779,076
Taxation
10
(285,780)
(48,080)
Profit for the financial year
987,888
730,996
The profit and loss account has been prepared on the basis that all operations are continuing operations.
A D I UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
11
11,050,341
8,597,729
Investments
12
2
2
11,050,343
8,597,731
Current assets
Stocks
14
2,928,369
2,248,349
Debtors falling due after more than one year
15
937,140
Debtors falling due within one year
15
6,911,168
3,751,382
Cash at bank and in hand
822,982
2,495,358
11,599,659
8,495,089
Creditors: amounts falling due within one year
16
(13,519,405)
(10,456,471)
Net current liabilities
(1,919,746)
(1,961,382)
Total assets less current liabilities
9,130,597
6,636,349
Creditors: amounts falling due after more than one year
17
(4,265,885)
(3,020,797)
Provisions for liabilities
Deferred tax liability
20
261,272
(261,272)
-
Net assets
4,603,440
3,615,552
Capital and reserves
Called up share capital
22
100
100
Profit and loss reserves
4,603,340
3,615,452
Total equity
4,603,440
3,615,552
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 14 August 2024 and are signed on its behalf by:
G E Williams
Director
Company registration number 03319313 (England and Wales)
A D I UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
100
2,884,456
2,884,556
Year ended 31 December 2022:
Profit and total comprehensive income
-
730,996
730,996
Balance at 31 December 2022
100
3,615,452
3,615,552
Year ended 31 December 2023:
Profit and total comprehensive income
-
987,888
987,888
Balance at 31 December 2023
100
4,603,340
4,603,440
A D I UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
1
Accounting policies
Company information
A D I UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Fourth Floor, Unit 5B, The Parklands, Bolton, BL6 4SD.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
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 £.
The financial statements have been prepared on the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Retstone Limited. These consolidated financial statements are available from its registered office, Fourth Floor, Unit 5B The Parklands, Bolton, BL6 4SD.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
This is on the basis that although the company has net current liabilities at the year end, this is due to the fact that there has been significant investment in tangible fixed assets. These acquisitions have been financed via finance leases/ hire purchase contracts and repayments are being made over a much shorter period than the fixed assets useful economic life. Creditors due in less than one year, includes 12 repayments which are paid monthly and funding from working capital generated from monthly income.
This is demonstrated by the fact that the company has a strong EBITDA of £3.9m (2022: £2.9m), showing that company is generating cash to enable it to meet its liabilities.
The company has prepared detailed financial forecasts and these support the going concern basis.
1.3
Turnover
Turnover represents amounts receivable for goods and services net of VAT and trade discounts. Turnover is recognised at the point where goods or services are rendered. Where goods and services are invoiced in advance, sufficient provision is made.
A D I UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
20% p.a. straight line
Plant and machinery
12.5% p.a. straight line, 20% p.a. reducing balance and 33% p.a. straight line
Office computer equipment
33% p.a. reducing balance
Motor vehicles
12.5% - 25% p.a. reducing balance.
Other assets
5% p.a. straight line
Assets in the course of construction are not depreciated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
A D I UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.8
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stock over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.9
Cash at bank and in hand
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.10
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 assets
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.
Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.
Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.
A D I UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 creditors 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.
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.11
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
A D I UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
A D I UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.17
Profit and loss reclassification
A profit and loss account reclassification of £383,560 has been processed in respect of directors remuneration which was processed and paid as directors pension. As such directors remuneration for the year ended 31 December 2022 has been reduced by £383,560 and directors pension increased by the same amount.
This profit and loss account reclassification has had no impact on previously reported profit or net assets.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Useful economic lives of tangible fixed assets
The useful economic life of tangible fixed assets has to be estimated by the directors of the company to ensure an appropriate depreciation charge is recognised in the year. The value of the assets ultimately depends on the condition of the assets and whether economic income can be derived from the asset. The directors undertake a periodic review of the assets to ensure the value of the assets is fairly stated within the financial statements.
During the year, depreciation of £2,191,151 (2022: £1,954,898) has been charged.
Refer to note 11 for the carrying values of tangible fixed assets impacted by this key accounting estimate.
3
Turnover and other revenue
An analysis of the company's turnover is as follows:
2023
2022
£
£
Turnover analysed by class of business
Outdoor
1,214,173
1,088,140
Live
12,066,036
11,631,735
Studios
2,807,711
2,985,346
Displays and services
13,280,493
6,423,773
Marketing
36,606
-
29,405,019
22,128,994
A D I UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 17 -
2023
2022
£
£
Other significant revenue
Interest income
24,925
11,460
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
22,135,571
18,617,938
Europe
5,865,155
2,445,979
Rest of World
1,404,293
1,065,077
29,405,019
22,128,994
4
Operating profit
2023
2022
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange gains
(38,013)
(13,719)
Research and development costs
28,349
74,127
Fees payable to the company's auditor for the audit of the company's financial statements
16,500
13,500
Depreciation of owned tangible fixed assets
1,050,732
805,957
Depreciation of tangible fixed assets held under finance leases
1,140,419
1,148,941
Profit on disposal of tangible fixed assets
(37,352)
(47,776)
Cost of stocks recognised as an expense
15,899,110
11,015,469
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Direct production
159
146
Administrative
23
33
Sales
19
15
Total
201
194
A D I UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
5
Employees
(Continued)
- 18 -
Their aggregate remuneration comprised:
2023
2022
as restated
£
£
Wages and salaries
5,865,188
5,239,938
Social security costs
645,293
554,392
Pension costs
668,008
480,448
7,178,489
6,274,778
6
Directors' remuneration
2023
2022
as restated
£
£
Remuneration for qualifying services
292,010
286,184
Company pension contributions to defined contribution schemes
467,850
462,338
759,860
748,522
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2022 - 4).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
140,954
101,072
Company pension contributions to defined contribution schemes
81,321
121,321
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Other interest income
24,925
11,460
A D I UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
8
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
16,813
6,000
Interest on finance leases and hire purchase contracts
378,571
248,527
Other interest
72,987
56,356
468,371
310,883
9
Amounts written off investments
2023
2022
£
£
Amounts written back to financial liabilities
-
77,520
10
Taxation
2023
2022
£
£
Current tax
Adjustments in respect of prior periods
(249,451)
(165,269)
Deferred tax
Origination and reversal of timing differences
348,931
155,667
Changes in tax rates
(65,750)
Adjustment in respect of prior periods
186,300
123,432
Total deferred tax
535,231
213,349
Total tax charge
285,780
48,080
A D I UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Taxation
(Continued)
- 20 -
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Profit before taxation
1,273,668
779,076
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
318,417
148,024
Tax effect of expenses that are not deductible in determining taxable profit
5,196
7,552
Tax effect of income not taxable in determining taxable profit
(14,728)
Adjustments in respect of prior years
(249,451)
Effect of change in corporation tax rate
(51,204)
Group relief
15,495
Depreciation on assets not qualifying for tax allowances
73,299
Deferred tax adjustments in respect of prior years
186,300
93,808
Enhanced allowances
(47,981)
(149,893)
Other
(974)
Taxation charge for the year
285,780
48,080
Deferred tax has been recognised at a rate of 25%. In October 2022, the government announced an increase in the corporation tax main rate from 19% to 25% for companies with profit over £250,000. There is a small company rate of 19% for taxable profits under £50,000 and marginal relief available for profits falling between £50,000 - £250,000 with effect from 1 April 2023.
A D I UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
11
Tangible fixed assets
Leasehold improvements
Assets under construction
Plant and machinery
Office computer equipment
Motor vehicles
Other assets
Total
£
£
£
£
£
£
£
Cost
At 1 January 2023
3,408,843
568,883
26,713,146
236,500
1,152,486
771,456
32,851,314
Additions
374,246
1,559,204
127,170
283,490
2,306,051
4,650,161
Disposals
(249,719)
(249,719)
Transfers
(568,883)
568,883
At 31 December 2023
3,783,089
28,022,631
363,670
1,435,976
3,646,390
37,251,756
Depreciation and impairment
At 1 January 2023
2,971,920
20,571,931
168,353
499,755
41,626
24,253,585
Depreciation charged in the year
160,609
1,679,295
52,895
154,051
144,301
2,191,151
Eliminated in respect of disposals
(243,321)
(243,321)
At 31 December 2023
3,132,529
22,007,905
221,248
653,806
185,927
26,201,415
Carrying amount
At 31 December 2023
650,560
6,014,726
142,422
782,170
3,460,463
11,050,341
At 31 December 2022
436,923
568,883
6,141,215
68,147
652,731
729,830
8,597,729
A D I UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Tangible fixed assets
(Continued)
- 22 -
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
2023
2022
£
£
Plant and machinery
3,741,810
5,053,432
Motor vehicles
482,138
240,146
Other assets
3,460,462
729,830
Leasehold improvements
504,769
329,484
8,189,179
6,352,892
12
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
13
2
2
13
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
ADI Europe Limited
1
Dormant company
Ordinary
100.00
Registered office addresses (all UK unless otherwise indicated):
1
Fourth Floor, Unit 5B The Parklands, Bolton, BL6 4SD
14
Stocks
2023
2022
£
£
Work in progress
2,917,694
2,201,840
Finished goods and goods for resale
10,675
46,509
2,928,369
2,248,349
A D I UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
15
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
5,235,053
2,301,020
Corporation tax recoverable
249,451
165,269
Amounts owed by group undertakings
965
Other debtors
27,445
4,800
Prepayments and accrued income
1,398,254
1,006,334
6,911,168
3,477,423
Deferred tax asset (note 20)
273,959
6,911,168
3,751,382
2023
2022
Amounts falling due after more than one year:
£
£
Trade debtors
176,584
Prepayments and accrued income
760,556
937,140
Total debtors
7,848,308
3,751,382
16
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Obligations under finance leases
19
2,408,794
2,206,672
Other borrowings
18
50,000
Trade creditors
2,292,413
1,297,979
Amounts owed to group undertakings
35,658
34,760
Taxation and social security
265,653
178,507
Other creditors
99,188
92,384
Accruals and deferred income
8,417,699
6,596,169
13,519,405
10,456,471
Net obligations under finance lease and hire purchase are secured on the assets concerned.
A D I UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
17
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Obligations under finance leases
19
4,068,685
2,823,597
Accruals and deferred income
197,200
197,200
4,265,885
3,020,797
Net obligations under finance lease and hire purchase are secured on the assets concerned.
18
Loans and overdrafts
2023
2022
£
£
Other loans
50,000
Payable within one year
50,000
19
Finance lease obligations
2023
2022
Future minimum lease payments due under finance leases:
£
£
Within one year
2,408,794
2,206,672
In two to five years
4,068,685
2,823,597
6,477,479
5,030,269
Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
A D I UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
20
Deferred taxation
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Balances:
£
£
£
£
ACAs
1,930,353
-
-
(1,157,153)
Tax losses
(1,476,620)
-
-
1,395,007
Retirement benefit obligations
(4,878)
-
-
-
Remuneration
(187,583)
-
-
36,105
261,272
-
-
273,959
2023
Movements in the year:
£
Asset at 1 January 2023
(273,959)
Charge to profit or loss
535,231
Liability at 31 December 2023
261,272
The deferred tax liability set out above, predominately relates to accelerated capital allowances that are expected to mature over the associated fixed assets useful economic life. Tax losses carried forward will be utilised against future profits. Pension contributions and remuneration will attract tax relief in the year paid.
21
Retirement benefit schemes
2023
2022
as restated
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
668,008
480,448
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
At the balance sheet date, pension ccontributions payable, as included in other creditors amount to £96,322 (2022: £90,268).
22
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
A D I UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
23
Financial commitments, guarantees and contingent liabilities
The company has entered into an unlimited cross guarantee covering the borrowings of its parent company in favour of Barclays Bank PLC . At the balance sheet date the potential added liability for the company under this cross guarantee is £2,005,466 (2022: £2,351,127).
24
Operating lease commitments
Lessor
The company has a contractual operating lease of digital perimeter systems with a third party. This lease is dated 2021 and includes fixed rentals over a 6 year lease term There is an option for the lessee to purchase the equipment at the end of the lease.
At the reporting end date the company had the following minimum lease payments contracted with the lessee:
2023
2022
£
£
Within one year
387,406
552,988
Between two and five years
467,070
767,111
854,476
1,320,099
25
Capital commitments
Amounts contracted for but not provided in the financial statements:
2023
2022
£
£
Acquisition of tangible fixed assets
-
2,492,598
26
Related party transactions
The company has taken advantage of the exemption available in FRS 102 "Related party disclosures" whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.
During the year, pension contributions of £6,054 (2022: £6,045) were made to ADI UK Ltd Retirement Benefit Scheme, the company's self-administered pension scheme. At the year end £96,322 (2022: £90,268) was included in other creditors. This balance is unsecured, repayable on demand and non-interest bearing.
During the year, sales of £Nil (2022: £1,174,637) were made to Outdoor Digital Productions Ltd, a related company due to common director. No balance was owed at the year end (2022: £Nil).
27
Ultimate controlling party
The ultimate parent company is Retstone Limited, a company registered in England and Wales.
ADI UK Limited is consolidated within Retstone Limited's group financial statements and copies can be obtained on request from the group's registered office Fourth Floor, Unit 5B The Parklands, Bolton, BL6 4SD.
The ultimate controlling party is deemed to be G E Williams by virtue of his majority shareholding in Retstone Limited.
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