Company registration number 01312434 (England and Wales)
ACOUSTIGUIDE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
ACOUSTIGUIDE LIMITED
CONTENTS
Page
Directors' report
1
Statement of financial position
2
Notes to the financial statements
3 - 18
ACOUSTIGUIDE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the company continued to be that of the provision of audioguides to museums.

Dividends

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr D Shapero
Mr T Zeligman
Auditor

The auditor, RDP Newmans LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

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.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
Mr D Shapero
Director
25 September 2024
ACOUSTIGUIDE LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 2 -
2023
2022
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
6
83,111
122,905
Investments
7
1,965
1,965
85,076
124,870
Current assets
Inventories
9
7,039
43,686
Trade and other receivables falling due after more than one year
11
15,000
15,000
Trade and other receivables falling due within one year
11
258,843
211,443
Cash and cash equivalents
263,318
157,455
544,200
427,584
Current liabilities
12
(539,542)
(329,149)
Net current assets
4,658
98,435
Total assets less current liabilities
89,734
223,305
Non-current liabilities
12
(154,560)
(241,410)
Net liabilities
(64,826)
(18,105)
Equity
Called up share capital
17
1,100,000
1,100,000
Retained earnings
18
(1,164,826)
(1,118,105)
Total equity
(64,826)
(18,105)

The directors of the company have elected not to include a copy of the income statement within the financial statements.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 25 September 2024 and are signed on its behalf by:
Mr D Shapero
Director
Company registration number 01312434 (England and Wales)
ACOUSTIGUIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information

Acoustiguide Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2-3 North Mews, London, WC1N 2JP. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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 under the historical cost convention. The principal accounting policies adopted are set out below.

The company meets the definition of a qualifying entity under FRS 101 Reduced Disclosure Framework. These financial statements for the year ended 31 December 2023 are the first financial statements of Acoustiguide Limited prepared in accordance with FRS 101. The company transitioned from EU-adopted IFRS to FRS 101 for all periods presented and the date of transition to FRS 101 was 1 January 2022.

 

There are no significant changes to the reported financial position and financial performance as a result of the transition to FRS 101.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

Where required, equivalent disclosures are given in the group accounts of Espro Information Technologies Ltd. The group accounts of Espro Information Technologies Ltd are available to the public and can be obtained as set out in note 21.

ACOUSTIGUIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

Acoustiguide Limited is a wholly owned subsidiary of Espro Information Technologies Limited and the results of Acoustiguide Limited are included in the consolidated financial statements of Espro Information Technologies Limited which are available from 17 Atir Yada St., Kfar-Saba, 44643, Israel.

1.2
Going concern

These financial statements have been prepared on the going concern basis despite the historical losses suffered by the company. The validity of this assumption depends on the continuing support of the company's parent undertaking, Espro Information Technologies Ltd. ("Espro") and its investors. Espro will ensure the company will provide the necessary working capital for the company to meet its liabilities as they fall due.

 

The Covid-19 pandemic which developed in 2020 had a significant impact on the global tourism industry as many countries have imposed travel restrictions on their citizens. The company, including its parent undertaking, has been deeply impacted by the pandemic. Espro is currently facing losses and net liabilities. These factors raise significant doubts about the parent company's ability to continue as a going concern. The parent company has implemented cost reduction strategies and raise working capital investments to protect cash and normal business operations. The directors have a reasonable expectation that the company has adequate resources and therefore, believe that it is appropriate to apply the going concern basis.

 

If the company were unable to continue in existence for the foreseeable future, adjustments would be necessary to reduce the balance sheet values of assets to their recoverable amounts, to reclassify fixed assets as current assets and to provide for further liabilities which might arise.

1.3
Revenue

Revenue 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.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenues from finance leases where the Company transfers substantially all the risks and rewards incidental to the legal ownership are accounted for as sales-type leases. The present value of the minimum lease payments computed at a market rate of interest is recorded as revenue. The difference between the revenues and the carrying amount of the goods is the selling profit. Unearned financing income is recognised over the term of the lease under the effective interest method.

ACOUSTIGUIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -

Performance obligations and timing of revenue recognition

A portion of the company's revenue is derived from selling goods with revenue recognised at a point in time when control of the goods has transferred to the customer. This is generally when the goods are delivered to the customer. There is limited judgement needed in identifying the point control passes: once physical delivery of the products to the agreed location has occurred, the company no longer has physical possession, usually will have a present right to payment (as a single payment on delivery) and retains none of the significant risks and rewards of the goods in question.

 

Some goods sold by the company include warranties which require the company to either replace or mend a defective product during the warranty period if the goods fail to comply with agreed-upon specifications. In accordance with IFRS 15, such warranties are not accounted for as separate performance obligations and hence no revenue is allocated to them. Instead, a provision is made for the costs of satisfying the warranties in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets. On some product lines, a customer is able to take out extended warranties. These are accounted for as separate performance obligations, with the revenue earned recognised on a straight-line basis over the term of the warranty.

 

The company has a division which carries out design services (on the audio-guides) for clients, with revenue recognised typically on an over time basis. This is because the designs created have no alternative use for the company and the contracts would require payment to be received for the time and effort spent by the group on progressing the contracts in the event of the customer cancelling the contract prior to completion for any reason other than the group’s failure to perform its obligations under the contract. On these projects revenue is recognised on the basis of uses of the audio-guides provided and/or the number of hours staff have worked at the museum sites. This is considered a faithful depiction of the transfer of services as the contracts are initially priced on the basis of anticipated uses of the guides and therefore also represents the amount to which the company would be entitled based on its performance to date.

 

A majority of the company's revenue is derived from sales based royalties with revenue recognised on a monthly basis when the sales have occurred and the performance obligation to which the royalties relate has been satisfied.

 

Determining the transaction price

Most of the group’s revenue is derived from fixed price contracts and therefore the amount of revenue to be earned from each contract is determined by reference to those fixed prices.

 

Allocating amounts to performance obligations

For most contracts, there is a fixed unit price for each product sold. Therefore, there is no judgement involved in allocating the contract price to each unit ordered in such contracts (it is the total contract price divided by the number of units ordered). Where a customer orders more than one product line, the company is able to determine the split of the total contract price between each product line by reference to each product’s standalone selling prices (all product lines are capable of being, and are, sold separately).

 

The extended warranties are sold as an add on when the customer purchases one of the products and/or services from the company. There is therefore also no judgement required for determining the amounts received for extended warranties in retail sales – it is the priced charged to the purchaser of the warranty. (From the company's perspective, the contract with the customer for the warranty is separate from the contract for the original sale of the goods).

 

Costs of fulfilling contracts

The costs of fulfilling contracts do not result in the recognition of a separate asset because:

• such costs are included in the carrying amount of inventory for contracts involving the sale of goods; and

• for service contracts, revenue is recognised over time by reference to the stage of completion meaning that control of the asset (the design service) is transferred to the customer on a continuous basis as work is carried out. Consequently, no asset for work in progress is recognised.

 

ACOUSTIGUIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.4
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
10 years straight line
Plant and equipment
Over the life of the site contracts
Computers
3 years 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 recognised in the income statement.

1.5
Non-current 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.

1.6
Impairment of tangible and intangible assets

At each reporting 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.

 

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.

1.7
Inventories

Inventories 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 inventories to their present location and condition.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

ACOUSTIGUIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 7 -
1.8
Cash and cash equivalents

Cash and cash equivalents 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.

1.9
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

Financial assets are classified as at fair value through profit or loss when the financial asset is held for trading. This is the case if:

 

 

Financial assets at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset. Interest and dividends are included in 'Investment income' and gains and losses on remeasurement included in 'other gains and losses' in the statement of comprehensive income.

Financial assets held at amortised cost

Financial assets with fixed or determinable payments and fixed maturity dates that the Company has the positive intent and ability to hold to maturity are classified as held to maturity investments.

 

Held to maturity investments are measured at amortised cost using the effective interest method less any impairment, with revenue recognised on an effective yield basis.

 

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.

Trade Receivables, 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.

ACOUSTIGUIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 8 -
Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

Financial assets classified as available for sale are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income. Where an AFS financial asset is disposed of or determined to be impaired, the cumulative gain or loss previously recognised in other comprehensive income is reclassified to profit or loss.

 

Dividends and interest earned on AFS financial assets are included in the investment income line item in the statement of comprehensive income.

Impairment of financial assets

Financial assets, other than those at fair value through profit or 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 of the investment have been affected.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.10
Financial liabilities

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Financial liabilities at fair value through profit or loss

Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:

 

 

Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.

ACOUSTIGUIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 9 -
Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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.

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 inventories or non-current 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

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

ACOUSTIGUIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 10 -

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

 

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in the statement of comprehensive income on a straight-line basis over the lease term.

When the company acts as a lessor, leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees, over the major part of the economic life of the asset. All other leases are classified as operating leases. If an arrangement contains lease and non-lease components, the company applies IFRS 15 to allocate the consideration in the contract. When the company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately, classifying the sub-lease with reference to the right-of-use asset arising from the head lease instead of the underlying asset.

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.

ACOUSTIGUIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
2
Critical accounting estimates and judgements

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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Critical judgements
Revenue Recognition:

The accounting policy 1.3 describes recognition criteria to be met before revenue is recognised. The directors are required to consider the detailed criteria for the recognition of revenue from the sale of goods and, in particular, whether the company had transferred to the buyer the significant risks and rewards of ownership of the goods.

Classification of leases:

In order to determine whether to classify a lease as a finance lease or right-of-use asset, the company evaluates whether the lease transfers substantially all the risks and benefits incidental to ownership of the leased asset. In this respect, the company evaluates such criteria as the existence of a "bargain" purchase option, the lease term in relation to the economic life of the asset and the present value of the minimum lease payments in relation to the fair value of the asset.

Key sources of estimation uncertainty
Useful lives of property, plant and equipment:

The company reviews the estimated lives of property, plant and equipment at the end of each reporting period.

3
Revenue
2023
2022
£
£
Revenue analysed by class of business
Sale of goods
138,589
302,484
Rendering of services
458,063
1,198,713
Royalties
1,501,016
6,503
Inter company
(5,800)
22,177
2,091,868
1,529,877
2023
2022
£
£
Other significant revenue
Interest income
512
3,788
Sundry income
4,185
40,897
ACOUSTIGUIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Revenue
(Continued)
- 12 -
2023
2022
£
£
Revenue analysed by geographical market
United Kingdom
1,835,831
1,420,936
European Union
256,036
86,764
Rest of the World
-
22,177
2,091,867
1,529,877

 

4
Employees

The average number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Directors
2
2
Administration, sales and marketing staff
1
1
Production and technical staff
3
3
Site staff
19
29
Total
25
35
5
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
78,317
61,042
Company pension contributions to defined contribution schemes
1,321
1,166
79,638
62,208

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022 - 1).

6
Property, plant and equipment
Plant and equipment
Fixtures and fittings
Computers
Right of use asset
Total
£
£
£
£
£
Cost
At 1 January 2023
231,545
29,671
25,312
144,613
431,141
Additions
-
0
566
2,252
-
0
2,818
At 31 December 2023
231,545
30,237
27,564
144,613
433,959
ACOUSTIGUIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Property, plant and equipment
Plant and equipment
Fixtures and fittings
Computers
Right of use asset
Total
£
£
£
£
£
(Continued)
- 13 -
Accumulated depreciation and impairment
At 1 January 2023
219,968
22,399
24,895
40,974
308,236
Charge for the year
11,577
1,442
670
28,923
42,612
At 31 December 2023
231,545
23,841
25,565
69,897
350,848
Carrying amount
At 31 December 2023
-
0
6,396
1,999
74,716
83,111
At 31 December 2022
11,577
7,272
417
103,639
122,905
7
Investments
Current
Non-current
2023
2022
2023
2022
£
£
£
£
Investments in subsidiaries
-
-
1,965
1,965

The company has not designated any financial assets that are not classified as held for trading as financial assets at fair value through profit or loss.

Fair value of financial assets carried at amortised cost

The directors consider that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

8
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Principal activities
Class of
% Held
shares held
Direct
Soundguide Limited
United Kingdom
Dormant
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Soundguide Limited
1,965
-
ACOUSTIGUIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
9
Inventories
2023
2022
£
£
Finished goods
7,039
43,686
10
Finance lease receivables
2023
2022
£
£
Gross amounts receivable under finance leases:
Within one year
-
31,795
Total undiscounted lease payments receivable
-
31,795
Unearned finance income
-
-
Net investment
-
31,795
Analysis of finance leases

The company has leased equipment (audio guiding products) to its customers under sale type, finance leases with an average term between three to five years at a weighted annual interest rate of London Inter-Bank Offered Rate (LIBOR) +5%. The interest rate inherent in the leases is fixed at the contract date for all the lease term.

 

The maximum exposure to credit risk for finance lease receivables is the carrying amount of the receivables because the company has no allowances for doubtful debts. The finance lease receivables in the current and prior year are neither past due nor impaired.

 

The fair value of the finance lease receivables approximates the book value.

11
Trade and other receivables
Current
Non-current
2023
2022
2023
2022
£
£
£
£
Trade receivables
108,390
93,330
-
-
Amounts owed by related parties
41,256
19,650
-
-
Finance lease receivables (note 10)
-
31,795
-
-
Other receivables
-
-
15,000
15,000
Prepayments and accrued income
109,197
66,668
-
-
258,843
211,443
15,000
15,000

Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost.

ACOUSTIGUIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
12
Liabilities
Current
Non-current
2023
2022
2023
2022
Notes
£
£
£
£
Borrowings
13
50,000
50,000
79,167
129,167
Trade and other payables
14
392,235
191,723
27,006
34,546
Corporation tax
1
1
-
-
Other taxation and social security
67,996
59,107
-
-
Lease liabilities
15
29,310
28,318
48,387
77,697
539,542
329,149
154,560
241,410
13
Borrowings
Current
Non-current
2023
2022
2023
2022
£
£
£
£
Borrowings held at amortised cost:
Bank loans
50,000
50,000
79,167
129,167

The bank borrowings of the company of £250,000 are secured by way of a debenture and fixed and floating charges over the company's assets. The loan was taken out on 24 July 2020. Repayment commenced on 24 August 2021 and will continue until 24 July 2026. The loan carries interest rate at 3.99% per annum over the Bank of England Base Rate. As at 31 December 2023 the remaining balance payable is £129,167.

Fixed and floating charges have been secured over the assets of the company to support a loan taken by the parent company.

14
Trade and other payables
Current
Non-current
2023
2022
2023
2022
£
£
£
£
Trade payables
107,779
80,866
-
0
-
0
Amount owed to parent undertaking
137,615
4,231
-
0
-
0
Amounts owed to subsidiary undertakings
1,965
1,965
-
0
-
0
Accruals and deferred income
81,581
48,959
27,006
34,546
Other payables
63,295
55,702
-
-
392,235
191,723
27,006
34,546

 

ACOUSTIGUIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
15
Lease liabilities
2023
2022
Maturity analysis
£
£
Within one year
29,310
28,318
In two to five years
48,387
77,697
Total undiscounted liabilities
77,697
106,015

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2023
2022
£
£
Current liabilities
29,310
28,318
Non-current liabilities
48,387
77,697
77,697
106,015
2023
2022
Amounts recognised in profit or loss include the following:
£
£
Interest on lease liabilities
3,711
4,668
16
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
9,168
6,144

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.

17
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,100,000
1,100,000
1,100,000
1,100,000
18
Retained earnings

Retained earnings consist of all other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.

ACOUSTIGUIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
19
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

 

Material uncertainty to going concern

We draw attention to note 1.2 of the financial statements which indicates the financial difficulties faced by the parent company, Espro Information Technologies Ltd, as a result of the Covid-19 pandemic. As at 31 December 2023, the company remains highly dependent on its parent undertaking Espro Information Technologies Ltd.

 

As stated in note 1.2, these events or conditions indicate that a material uncertainty exists that may cast significant doubt about the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

 

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.

Senior Statutory Auditor:
Paresh Radia FCA
Date of audit report:
25 September 2024
20
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

Other transactions with related parties
Sale of goods
Purchase of goods
2023
2022
2023
2022
£
£
£
£
Parent company
-
0
-
0
335,159
19,672
Other related parties
51,092
22,177
-
0
-
0
51,092
22,177
335,159
19,672
Other operating income
2023
2022
£
£
Parent company
3,569
1,822
Other related parties
12,607
39,076
16,176
40,898
ACOUSTIGUIDE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
20
Related party transactions
(Continued)
- 18 -

 

2023
2022
Amounts due to related parties
£
£
Parent company
137,615
4,231
Subsidiaries
1,965
1,965
139,580
6,196

 

2023
2022
Amounts due from related parties
£
£
Other related parties
41,256
19,650

Other related parties transaction are in relation to Acoustiguide Australia Pty Ltd and Acoustiguide GmbH, Berlin, which are fellow sister companies of Acoustiguide Limited.

 

The sales to and purchases from related parties are made on an arm's length basis. Outstanding balances at the year-end are unsecured, interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31 December 2023 the company has not recorded any impairment of receivables relating to the amounts due from related parties.

 

21
Controlling party

The company's ultimate parent undertaking is Espro Information Technologies Ltd, a company registered in Israel. The group in which the results of Acoustiguide Limited are consolidated is headed by Espro Information Technologies Ltd. The consolidated financial statements of Espro Information Technologies Ltd may be obtained from 17 Atir Yada St., Kfar-Saba, 44643, Israel.

 

The ultimate controlling interest is held by the shareholders of Espro Information Technologies Ltd.

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