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REGISTERED NUMBER: 01043134 (England and Wales)




















Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2023

for

Audience Systems Limited

Audience Systems Limited (Registered number: 01043134)






Contents of the Consolidated Financial Statements
for the Year Ended 31 December 2023




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 5

Consolidated Income Statement 8

Consolidated Balance Sheet 9

Company Balance Sheet 10

Consolidated Statement of Changes in Equity 11

Company Statement of Changes in Equity 12

Consolidated Cash Flow Statement 13

Notes to the Consolidated Cash Flow Statement 14

Notes to the Consolidated Financial Statements 15


Audience Systems Limited

Company Information
for the Year Ended 31 December 2023







DIRECTORS: S Edgeworth
S Fukasawa
G Pillinger
H Jinza





SECRETARY: S Edgeworth





REGISTERED OFFICE: 19b Washington Road
West Wilts Trading Estate
Westbury
BA13 4JP





REGISTERED NUMBER: 01043134 (England and Wales)

Audience Systems Limited (Registered number: 01043134)

Group Strategic Report
for the Year Ended 31 December 2023

The directors present their strategic report of the company and the group for the year ended 31 December 2023.

PRINCIPAL ACTIVITIES AND STRATEGIC BUSINESS REVIEW 2024

Audience Systems Ltd is a wholly owned subsidiary company of Kotobuki Seating Japan and ultimately Kotobuki Corporation of Japan. The principal activities of the company during the year were the design, manufacture, installation, and servicing of telescopic and fixed seating systems.

We are pleased to report that Audience Systems has had a successful year both internationally and domestically, which has been reflected in our financial results.

As planned, we have invested heavily in our business to further strengthen our foundation and to support our ambitious growth plans.

At the core of our business are our teams and we have made it our mission to make Audience Systems a rewarding, reliable and respectful workplace. We have been extremely pleased with the feedback we have received from our teams and look forward to continuing our journey in 2024.

We have been committed to improving the sustainability of our products and operations and have undertaken a continuous, measurable program of improvement aligned to the UN's 17 sustainable development goals. We are using the B Corp B impact assessment tool to measure and monitor our progress against the UN's Sustainability Development Goals. This supports us in not only reducing our impact on the environment, but also further strengthening our arrangements with regard to key issues such as wellbeing, equality and modern slavery.

Our continuous investment in R&D and product development has further strengthened our product portfolio and enabled us to launch a number of new products to the market.

2023 saw the launch of our new group showroom, which is located in the heart of London's Clerkenwell. This inspirational space not only showcases our current product portfolio but also provides the perfect platform to reveal our latest product innovations.

FINANCIAL KEY PERFORMANCE INDICATORS
We consider that our key performance indicators are those that communicate the financial performance of the business, these being:

Turnover
Gross profit
Gross profit margin
EBITDA

In 2023 Audience Systems turnover was £14.18m (2022: £14.52). Gross profit has increased by 22% giving a gross profit of £4.74m (2022: £3.9m) which has resulted in an operating profit of £514,822 (2022: £60,328) which is an increase of 753% with an EBTIDA of £737,596 (2022: £273,488).

OTHER KEY PERFORMANCE INDICATORS
In common with many manufacturing businesses the company uses a variety of production related indicators that measures its efficiency of its staff and processes. These are considered commercially sensitive and thus the directors have taken advantage of the exemption for medium sized companies not to disclose non-financial key performance indicators under section 417(7) of the companies act 2006.

DIVIDENDS
The directors are satisfied with the results for the year and have not recommended a dividend.

BROAD OBJECTIVES 2024
Throughout 2024, the Audience Systems directors will continue to collaborate on improving performance and selective expansion to secure future business success, whilst concentrating on our core strategies and activities and remaining focused on the five-year plan that is conducive to the overall group strategy and the clear strategic vision.

We will continue our initiatives in making make Audience Systems a rewarding, reliable and respectful workplace and engage with our teams to encourage development and wellbeing.

We will remain committed to incorporating sustainability into every part of our company and will continue to measure our progress against the UN's 17 Sustainability Development Goals.


Audience Systems Limited (Registered number: 01043134)

Group Strategic Report
for the Year Ended 31 December 2023

PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks faced by the company and the group and their policies in relation to those risks are as follows:

Cash flow Risk
The company monitors cash flow by means of forecasts that are prepared to alert the directors of any potential future risks. It is the company's policy to ensure that any forecast funding requirements can be met from available facilities if required.

Credit Risk
Credit risk is the financial exposure generated by the potential default of third parties in fulfilling their obligations. Credit risk arises if it is unable to recover sums due from its clients. Credit risk is mitigated by stringent financial checks and credit control and backed up by strict payments terms. The company reviews debts outstanding in comparison with agreed credit limits and payment terms.

Currency Risk.
Foreign exchange exposure. This is controlled and managed to protect against the downside risk on currency flows.

Inflationary Risk
Gestation periods between inception of contracts to final completion present on going risks that impact gross profit. Our pricing structure is monitored on an on-going basis to capture. potential material increases.

Competition Risk
The seating market is competitive which could result in Audience Systems losing market share to competitors. The company does benefit from the success of its parent undertaking, Kotobuki Seating Japan, one of the leading global companies in the industry.

ON BEHALF OF THE BOARD:





G Pillinger - Director


17 September 2024

Audience Systems Limited (Registered number: 01043134)

Report of the Directors
for the Year Ended 31 December 2023

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2023.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2023.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report.

S Edgeworth
S Fukasawa
G Pillinger

Other changes in directors holding office are as follows:

H Jinza - appointed 1 June 2023
R Okazaki - resigned 31 May 2023

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 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, Sumer Auditco Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





G Pillinger - Director


17 September 2024

Report of the Independent Auditors to the Members of
Audience Systems Limited

Opinion
We have audited the financial statements of Audience Systems Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 2023 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
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 group's and the parent 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.

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, except to the extent otherwise explicitly stated in our report, 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 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 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.

Report of the Independent Auditors to the Members of
Audience Systems Limited


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the Company and it's activities, we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery, employment law and company legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements of the Company. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and taxation legislation. We evaluated
management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to
increase revenue or reduce expenditure, and management bias in accounting estimates and judgemental areas of the financial statements. Audit procedures performed by the audit engagement team included:

- Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

- Understanding of management's internal controls designed to prevent and detect irregularities, and fraud;

- Reviewing the Company's legal costs to check for non-compliance with laws and regulations and fraud;

- Reviewing Board of Directors minutes;

- Review of tax compliance with the involvement of our tax specialists in the audit;

- Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing of
expenses;

- Testing transactions entered into outside of the normal course of the Company's business; and

- Identifying and testing journal entries, in particular any journal entries with fraud characteristics such as journals with
round numbers.

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.

Report of the Independent Auditors to the Members of
Audience Systems Limited


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.




Martin Longmore (Senior Statutory Auditor)
for and on behalf of Sumer Auditco Limited
Statutory Auditor
Chartered Accountants
Lennox House
3 Pierrepont Street
Bath
Somerset
BA1 1LB

18 September 2024

Audience Systems Limited (Registered number: 01043134)

Consolidated
Income Statement
for the Year Ended 31 December 2023

2023 2022
Notes £    £    £    £   

TURNOVER 5 14,186,184 14,517,831

Cost of sales 9,449,220 10,653,557
GROSS PROFIT 4,736,964 3,864,274

Distribution costs 675,365 510,852
Administrative expenses 3,546,777 3,315,875
4,222,142 3,826,727
514,822 37,547

Other operating income - 22,781
OPERATING PROFIT 7 514,822 60,328


Interest payable and similar expenses 8 7,958 (470 )
PROFIT BEFORE TAXATION 506,864 60,798

Tax on profit 9 13,929 7,249
PROFIT FOR THE FINANCIAL YEAR 492,935 53,549

Audience Systems Limited (Registered number: 01043134)

Consolidated Balance Sheet
31 December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 437,321 456,434
Tangible assets 12 953,004 935,825
Investments 13 - -
1,390,325 1,392,259

CURRENT ASSETS
Stocks 14 1,441,934 2,597,835
Debtors 15 4,798,143 6,556,798
Cash at bank and in hand 1,243,817 722,924
7,483,894 9,877,557
CREDITORS
Amounts falling due within one year 16 4,211,669 7,100,201
NET CURRENT ASSETS 3,272,225 2,777,356
TOTAL ASSETS LESS CURRENT
LIABILITIES

4,662,550

4,169,615

CAPITAL AND RESERVES
Called up share capital 19 3,011,871 3,011,871
Revaluation reserve 20 169,282 169,282
Retained earnings 20 1,481,397 988,462
SHAREHOLDERS' FUNDS 4,662,550 4,169,615

The financial statements were approved by the Board of Directors and authorised for issue on 17 September 2024 and were signed on its behalf by:





G Pillinger - Director


Audience Systems Limited (Registered number: 01043134)

Company Balance Sheet
31 December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 437,321 456,434
Tangible assets 12 941,574 916,118
Investments 13 12,000 12,000
1,390,895 1,384,552

CURRENT ASSETS
Stocks 14 1,367,259 2,540,407
Debtors 15 4,922,335 6,579,958
Cash at bank and in hand 1,197,345 717,971
7,486,939 9,838,336
CREDITORS
Amounts falling due within one year 16 4,074,735 6,872,187
NET CURRENT ASSETS 3,412,204 2,966,149
TOTAL ASSETS LESS CURRENT
LIABILITIES

4,803,099

4,350,701

CAPITAL AND RESERVES
Called up share capital 19 3,011,871 3,011,871
Revaluation reserve 20 169,282 169,282
Retained earnings 20 1,621,946 1,169,548
SHAREHOLDERS' FUNDS 4,803,099 4,350,701

Company's profit for the financial year 452,398 31,302

The financial statements were approved by the Board of Directors and authorised for issue on 17 September 2024 and were signed on its behalf by:





G Pillinger - Director


Audience Systems Limited (Registered number: 01043134)

Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up
share Retained Revaluation
capital earnings reserve
£    £    £   
Balance at 1 January 2022 3,011,871 997,313 169,282

Changes in equity
Total comprehensive income - 46,800 -
Purchase of subsidiary shares - (55,651 ) -
3,011,871 988,462 169,282
Acquisition of non-controlling
interest

-

-

-
Balance at 31 December 2022 3,011,871 988,462 169,282

Changes in equity
Total comprehensive income - 492,935 -
Balance at 31 December 2023 3,011,871 1,481,397 169,282
Non-controlling Total
Total interests equity
£    £    £   
Balance at 1 January 2022 4,178,466 (57,400 ) 4,121,066

Changes in equity
Total comprehensive income 46,800 6,749 53,549
Purchase of subsidiary shares (55,651 ) - (55,651 )
4,169,615 (50,651 ) 4,118,964
Acquisition of non-controlling
interest

-

50,651

50,651
Balance at 31 December 2022 4,169,615 - 4,169,615

Changes in equity
Total comprehensive income 492,935 - 492,935
Balance at 31 December 2023 4,662,550 - 4,662,550

Audience Systems Limited (Registered number: 01043134)

Company Statement of Changes in Equity
for the Year Ended 31 December 2023

Called up
share Retained Revaluation Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 January 2022 3,011,871 1,138,246 169,282 4,319,399

Changes in equity
Total comprehensive income - 31,302 - 31,302
Balance at 31 December 2022 3,011,871 1,169,548 169,282 4,350,701

Changes in equity
Total comprehensive income - 452,398 - 452,398
Balance at 31 December 2023 3,011,871 1,621,946 169,282 4,803,099

Audience Systems Limited (Registered number: 01043134)

Consolidated Cash Flow Statement
for the Year Ended 31 December 2023

2023 2022
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 749,692 (1,294,337 )
Interest paid (7,958 ) 470
Net cash from operating activities 741,734 (1,293,867 )

Cash flows from investing activities
Purchase of intangible fixed assets (32,999 ) (15,600 )
Purchase of tangible fixed assets (191,409 ) (118,362 )
Purchase of fixed asset investments - (5,000 )
Sale of tangible fixed assets 3,567 -
Net cash from investing activities (220,841 ) (138,962 )

Increase/(decrease) in cash and cash equivalents 520,893 (1,432,829 )
Cash and cash equivalents at beginning
of year

2

722,924

2,155,753

Cash and cash equivalents at end of year 2 1,243,817 722,924

Audience Systems Limited (Registered number: 01043134)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 December 2023

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
2023 2022
£    £   
Profit before taxation 506,864 60,798
Depreciation charges 222,774 213,160
(Decrease)/Increase in deferred income (139,400 ) (7,249 )
Finance costs 7,958 (470 )
598,196 266,239
Decrease/(increase) in stocks 1,155,901 (932,986 )
Decrease/(increase) in trade and other debtors 1,744,727 (3,374,862 )
(Decrease)/increase in trade and other creditors (2,749,132 ) 2,747,272
Cash generated from operations 749,692 (1,294,337 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 1,243,817 722,924
Year ended 31 December 2022
31.12.22 1.1.22
£    £   
Cash and cash equivalents 722,924 2,155,753


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.23 Cash flow At 31.12.23
£    £    £   
Net cash
Cash at bank and in hand 722,924 520,893 1,243,817
722,924 520,893 1,243,817
Total 722,924 520,893 1,243,817

Audience Systems Limited (Registered number: 01043134)

Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

Audience Systems Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The principal accounting policies applied in the preparation of these financial statements are set out below.
These policies have been consistently applied to all the years presented, unless otherwise stated.

Functional and presentation currency
The company's functional and presentation currency is Sterling (£).

Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services
provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

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.

Revenue from contracts for the provision of services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

Intangible assets
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Software 25% straight line
Development costs 33% straight line
Other software 10% straight line
Trademarks 5% straight line

Audience Systems Limited (Registered number: 01043134)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

3. ACCOUNTING POLICIES - continued

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 land and buildings Over remaining life of the lease
Plant and equipment25% reducing balance
Tooling10% straight line
Fixtures and fittings25% reducing balance
Computer equipment Straight line over 4 years
Motor vehicles25% straight line

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.

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.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement
cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks
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.

Audience Systems Limited (Registered number: 01043134)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

3. ACCOUNTING POLICIES - continued

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.

Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are
subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that
investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was
recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal 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.


Audience Systems Limited (Registered number: 01043134)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

3. ACCOUNTING POLICIES - continued
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial
instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or
cancelled.

Taxation
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.

Research and development
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.

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.

Hire purchase and leasing commitments
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Audience Systems Limited (Registered number: 01043134)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

3. ACCOUNTING POLICIES - continued

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.

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.

4. CRITICAL ACCOUNTING 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.

Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Doubtful debts
The directors have reviewed all significant debts on a case by case basis and have made a provision for doubtful debts based upon their knowledge of both the specific customer and the current economic conditions within the industry.

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.

Depreciation and amortisation
The directors use their knowledge of the business and the industry to estimate the useful life and residual value of property, plant and equipment in order to arrive at applicable depreciation and amortisation rates. In
accordance with Section 17 of FRS 102, the directors review and update these estimates if there are indicators that current estimates should change.

It must be noted that there is inherent uncertainty within these estimates as factors such as unexpected wear
and tear, technological advancements and changes in market prices may result in future changes to the
appropriate rate of depreciation and amortisation. The carrying value of property, plant and equipment at the
balance sheet date is set out in the notes to these financial statements.

Contracts
The company has a number of contracts which requires the company to exercise judgement over contractual entitlements. The range of potential outcomes in future financial periods could result in a material positive or negative movement to underlying profitability and cash flow.

Estimates are made and re-evaluated at each reporting date as to the quantum and timing of liabilities arising
from complete contracts. The carrying value of amounts recoverable on contracts at the balance sheet date is set out in the notes to these financial statements.

Audience Systems Limited (Registered number: 01043134)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

5. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

2023 2022
£    £   
Goods 11,265,172 11,878,561
Services 2,921,012 2,639,270
14,186,184 14,517,831

An analysis of turnover by geographical market is given below:

2023 2022
£    £   
United Kingdom 9,592,157 10,250,019
North America 2,273,939 2,936,035
Rest of the world 2,320,088 1,331,777
14,186,184 14,517,831

6. EMPLOYEES AND DIRECTORS

The average number of employees during the year was as follows:

2023 2022

Production 90 84
Other departments 39 30
129 114


The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2022-12).

2023 2022
£    £   
Directors' remuneration 186,067 338,364
Directors' pension contributions to money purchase schemes 30,991 64,167

7. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2023 2022
£    £   
Other operating leases 306,697 278,104
Depreciation - owned assets 170,662 164,011
Patents and licences amortisation 25,000 25,000
Development costs amortisation 15,192 14,478
Computer software amortisation 11,920 9,667
Auditors' remuneration 17,017 21,780
Foreign exchange differences 26,095 (8,640 )

8. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£    £   
Bank interest 7,958 (470 )

Audience Systems Limited (Registered number: 01043134)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

9. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2023 2022
£    £   
Deferred tax 13,929 7,249
Tax on profit 13,929 7,249

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£    £   
Profit before tax 506,864 60,798
Profit multiplied by the standard rate of corporation tax in the UK of 23.521
% (2022 - 19 %)

119,219

11,552

Effects of:
Expenses not deductible for tax purposes 38,825 19,886
Capital allowances in excess of depreciation (74 ) -
Depreciation in excess of capital allowances - 4,628
tax purposes
Added back expenses for tax purposes (24,348 ) (31,536 )
excess of capital allowances
Deferred tax 13,929 7,249
Carried forward tax losses - 2,271
Tax losses utilised in the year (133,622 ) (6,801 )
Total tax charge 13,929 7,249

10. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.


11. INTANGIBLE FIXED ASSETS

Group
Patents
and Development Computer
licences costs software Totals
£    £    £    £   
COST
At 1 January 2023 500,000 345,622 241,706 1,087,328
Additions - 12,999 20,000 32,999
At 31 December 2023 500,000 358,621 261,706 1,120,327
AMORTISATION
At 1 January 2023 125,000 331,884 174,010 630,894
Amortisation for year 25,000 15,192 11,920 52,112
At 31 December 2023 150,000 347,076 185,930 683,006
NET BOOK VALUE
At 31 December 2023 350,000 11,545 75,776 437,321
At 31 December 2022 375,000 13,738 67,696 456,434

Audience Systems Limited (Registered number: 01043134)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

11. INTANGIBLE FIXED ASSETS - continued

Company
Patents
and Development Computer
licences costs software Totals
£    £    £    £   
COST
At 1 January 2023 500,000 345,622 241,706 1,087,328
Additions - 12,999 20,000 32,999
At 31 December 2023 500,000 358,621 261,706 1,120,327
AMORTISATION
At 1 January 2023 125,000 331,884 174,010 630,894
Amortisation for year 25,000 15,192 11,920 52,112
At 31 December 2023 150,000 347,076 185,930 683,006
NET BOOK VALUE
At 31 December 2023 350,000 11,545 75,776 437,321
At 31 December 2022 375,000 13,738 67,696 456,434

12. TANGIBLE FIXED ASSETS

Group
Improvements
Long to Plant and
leasehold property machinery
£    £    £   
COST
At 1 January 2023 388,281 38,038 1,829,384
Additions - - 94,604
Disposals (1,925 ) - (13,204 )
At 31 December 2023 386,356 38,038 1,910,784
DEPRECIATION
At 1 January 2023 206,255 33,571 1,298,156
Charge for year 9,291 4,467 88,180
Eliminated on disposal - - (14,645 )
At 31 December 2023 215,546 38,038 1,371,691
NET BOOK VALUE
At 31 December 2023 170,810 - 539,093
At 31 December 2022 182,026 4,467 531,228

Audience Systems Limited (Registered number: 01043134)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

12. TANGIBLE FIXED ASSETS - continued

Group

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£    £    £    £   
COST
At 1 January 2023 373,877 216,392 201,176 3,047,148
Additions 13,076 47,750 35,979 191,409
Disposals - - (3,084 ) (18,213 )
At 31 December 2023 386,953 264,142 234,071 3,220,344
DEPRECIATION
At 1 January 2023 266,399 121,440 185,502 2,111,323
Charge for year 32,759 23,202 12,763 170,662
Eliminated on disposal - - - (14,645 )
At 31 December 2023 299,158 144,642 198,265 2,267,340
NET BOOK VALUE
At 31 December 2023 87,795 119,500 35,806 953,004
At 31 December 2022 107,478 94,952 15,674 935,825

Company
Fixtures
Long Plant and and
leasehold machinery fittings
£    £    £   
COST
At 1 January 2023 388,281 1,790,292 354,126
Additions - 94,604 13,076
Disposals (1,925 ) (13,204 ) -
At 31 December 2023 386,356 1,871,692 367,202
DEPRECIATION
At 1 January 2023 206,255 1,268,243 252,709
Charge for year 9,291 85,885 31,244
Eliminated on disposal - (14,645 ) -
At 31 December 2023 215,546 1,339,483 283,953
NET BOOK VALUE
At 31 December 2023 170,810 532,209 83,249
At 31 December 2022 182,026 522,049 101,417

Audience Systems Limited (Registered number: 01043134)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

12. TANGIBLE FIXED ASSETS - continued

Company

Motor Computer
vehicles equipment Totals
£    £    £   
COST
At 1 January 2023 216,392 201,176 2,950,267
Additions 47,750 35,979 191,409
Disposals - (3,084 ) (18,213 )
At 31 December 2023 264,142 234,071 3,123,463
DEPRECIATION
At 1 January 2023 121,440 185,502 2,034,149
Charge for year 23,202 12,763 162,385
Eliminated on disposal - - (14,645 )
At 31 December 2023 144,642 198,265 2,181,889
NET BOOK VALUE
At 31 December 2023 119,500 35,806 941,574
At 31 December 2022 94,952 15,674 916,118

13. FIXED ASSET INVESTMENTS

Company


Shares in
group
undertaking
£
COST
At 1 January 2023 12,000

At 31 December 2023 12,000
NET BOOK VALUE
At 31 December 2023 12,000
At 31 December 2022 12,000


The company's subsidiaries at the balance sheet date included in the consolidated accounts are the following:



Company name


Registered office


Nature of business
Class of
shares
held


% Held
Audience Upholstery
Limited
19b Washington Road, West
Wilts Trading Estate,Westbury,
England, BA13 4JP
Furniture manufacture A
Ordinary
100%

14. STOCKS

Group Company
2023 2022 2023 2022
£    £    £    £   
Stocks 1,368,816 2,379,637 1,294,141 2,322,209
Work-in-progress 73,118 218,198 73,118 218,198
1,441,934 2,597,835 1,367,259 2,540,407

Audience Systems Limited (Registered number: 01043134)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

15. DEBTORS

Group Company
2023 2022 2023 2022
£    £    £    £   
Amounts falling due within one year:
Trade debtors 1,595,615 2,353,173 1,593,058 2,348,083
Amounts owed by group undertakings 473,711 383,840 648,684 482,811
Other debtors 1,498 7,272 1,498 3,149
Deferred tax asset 44,533 58,462 - -
Prepayments and accrued income 2,620,582 3,696,497 2,616,891 3,688,361
4,735,939 6,499,244 4,860,131 6,522,404

Amounts falling due after more than one year:
Other debtors 62,204 57,554 62,204 57,554

Aggregate amounts 4,798,143 6,556,798 4,922,335 6,579,958

Deferred tax asset
Group Company
2023 2022 2023 2022
£    £    £    £   
Deferred tax 44,533 58,462 - -

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Trade creditors 1,134,518 1,234,581 1,107,596 1,172,597
Social security and other taxes 86,315 319,169 80,358 314,478
Other creditors 32,287 29,078 29,273 27,974
Accruals and deferred income 2,958,549 5,517,373 2,857,508 5,357,138
4,211,669 7,100,201 4,074,735 6,872,187

17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
2023 2022
£    £   
Within one year 246,480 216,583
Between one and five years 950,207 797,441
In more than five years 3,945,085 4,112,050
5,141,772 5,126,074

Audience Systems Limited (Registered number: 01043134)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

17. LEASING AGREEMENTS - continued

Company
Non-cancellable operating leases
2023 2022
£    £   
Within one year 217,780 206,083
Between one and five years 849,757 797,441
In more than five years 3,945,085 4,112,050
5,012,622 5,115,574

18. FINANCIAL INSTRUMENTS

The carrying value of the company's financial assets and liabilities are summarised by category below:

2023 2022
£ £
Financial Assets
Measured at undiscounted amount receivable
- Trade and other debtors and accrued income 4,753,609 6,498,336
- Cash at bank and at hand 1,243,707 722,924
5,997,317 7,221,260

Financial liabilities
Measured at undiscounted amount payable
- Trade and other creditors (4,211,669 ) (7,100,199 )
(4,211,669 ) (7,100,199 )

Exposure to foreign currency, credit, liquidity and cash flow interest rate risks arises in the normal course of the company's business. These risks are limited by the company's financial management policies and practices described below.

Foreign currency risk
The company has limited exposure to foreign currency risk. Substantially all of the company's sales and purchases are denominated in sterling.

Credit risk and market risk
The company is at risk from its customers defaulting in making payments for goods that have been supplied to them.

Liquidity risk
The directors have ultimate responsibility for liquidity risk management in maintaining adequate reserves. They do this by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

Cash flow interest rate risk
The company is exposed to interest rate risk through the impact of rate changes on interest-bearing borrowings. The company's policy is to obtain the most favourable interest rates available for its borrowings.

The company has no significant interest-bearing assets and liabilities.

The company does not use any derivative instruments to reduce its economic exposure to changes in interest rates.

Audience Systems Limited (Registered number: 01043134)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2023

19. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
948,871 Ordinary shares 1.00 948,871 948,871
263,000 A Redeemable Preference Shares 1.00 263,000 263,000
1,800,000 B Redeemable Preference Shares 1.00 1,800,000 1,800,000
3,011,871 3,011,871

The company has one class of ordinary shares which entitle the holder to one vote each, to receive dividends and capital distributions on a winding up in proportion to the amount paid up on each share. Additionally, the company has in issue 2,063,000 redeemable preference shares of £1 each. These shares are redeemable at the option of the company and do not carry voting rights.

20. RESERVES

Group
Retained Revaluation
earnings reserve Totals
£    £    £   

At 1 January 2023 988,462 169,282 1,157,744
Profit for the year 492,935 492,935
At 31 December 2023 1,481,397 169,282 1,650,679

Company
Retained Revaluation
earnings reserve Totals
£    £    £   

At 1 January 2023 1,169,548 169,282 1,338,830
Profit for the year 452,398 452,398
At 31 December 2023 1,621,946 169,282 1,791,228


21. RELATED PARTY DISCLOSURES

Entities with control, joint control or significant influence over the entity
2023 2022
£    £   
Amount due from related party 415,125 415,629

Entities over which the entity has control, joint control or significant influence
2023 2022
£    £   
Sales 69,600 69,900
Purchases 1,374,581 1,049,744
Amount due from related party 176,334 98,971

Other related parties
2023 2022
£    £   
Sales 87,059 99,188
Purchases 252,935 119,853
Amount due from related party 15,225 -
Amount due to related party - 31,788