Company registration number 04513383 (England and Wales)
A.C. LIGHTING (OVERSEAS) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
A.C. LIGHTING (OVERSEAS) LIMITED
COMPANY INFORMATION
Director
D A Gordon
Company number
04513383
Registered office
Centauri House
Hillbottom Road
Sands Industrial Estate
High Wycombe
Buckinghamshire
United Kingdom
HP12 4HQ
Auditor
Azets Audit Services
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
United Kingdom
HP9 2JH
A.C. LIGHTING (OVERSEAS) LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 19
A.C. LIGHTING (OVERSEAS) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2024
- 1 -
The director presents the strategic report for the year ended 31 January 2024.
Business review and key financial performance indicators
The loss for the year, after taxation, is £308,458 (2022: profit of £216,788).
No dividend has been declared and paid for the year ended 31 January 2024 (2023: £Nil).
The Company's key financial and other performance indicators during the year were as follows:
2024 2023 Change
£000 £000 %
Operating (loss)/profit (789) 6 (13,250)
(Loss)/profit for the financial year (308) 217 (242)
Shareholder's equity 5,453 5,762 (5)
A.C. Lighting (Overseas) Limited is a holding company for the groups' overseas interests and thus has no trade of its own. The Overseas group faced a difficult year due to strikes which impacted the Film and TV sector of our investments and ongoing supply chain issues in our manufacturing investment. Strikes, higher interest rates and high inflation has impacted all areas of our investments which has led to stagnated growth. With interest rates now expected to come down in our main operating areas and supply chain issues resolved we are expecting a much more positive result for FY25/FY26.
Shareholders’ equity decreased by 5% (2023: increased 4%) mainly due to provisions on intercompany loans and exceptional items.
Principal risks and uncertainties
The principal risks and uncertainties facing the Company are investment performance and financial instrument risks.
Investment performance
Various factors can impact on the income derived from investments such as local competition impacting on profitability, working capital requirements increasing to fuel growth, foreign exchange risk impacting profitability and value of returns. Experienced and multi-skilled management teams are in place and reviewed regularly to help manage and reduce these risks and uncertainties.
Exposure to credit and foreign exchange risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for that other party by failing to discharge an obligation. Company policies are aimed at minimising such losses, and require that deferred terms are only granted to other group companies. Details of the Company’s receivables are shown on the face of the balance sheet.
Foreign exchange risk is the risk that an entity will suffer financial loss due to the movement in the strength of its base currency. The company does not take any specific action to mitigate this risk as it is within the company's risk tolerance.
Future developments
A.C. Lighting (Overseas) Ltd will invest in its existing investments where necessary and will look to grow through strategic acquisitions if the opportunity arises.
A.C. LIGHTING (OVERSEAS) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 2 -
Director statement of compliance with duty to promote success of the Company
The Director has a duty under Section 172 of the Companies Act 2006 to act in a way which they consider in good faith would likely promote the success of the Company for the benefits of its Members, whilst having regard to other stakeholders. For the year under review and up to the date of this report and thereafter, the Director considers that they have acted and will act, in a manner most likely to promote the interests of the Company and its Members.
Being a privately owned Company in a large group, the Director has regard to deriving long-term benefit which accrues equitably to all Members.
Long term consequences of decisions
Owned entirely by A.C. Worldwide Group Ltd, the Company ensures its activities consider the impact on its parent and investments. Stakeholders are regularly consulted on issues like funding, strategy implementation, policy compliance, governance, and operations to maintain high business conduct and governance standards in accordance with the Group policies.
Business Relationships
The Company has no 3rd party customers or regular trading partners. The Company has intra-group customers and suppliers and recognises the importance of building strong relationships with both. The Director ensures it has visibility over these key relationships and takes these into account when making decisions.
Impact on employees, the community and the environment
The Company has no employees or direct trade of its own but seeks to be a contributor to responsible and sustainable global development through its investments. The Company strives to mitigate potential violations of social or environmental rights, including human rights, from its financing and investment activities.
Reputation and standards of business conduct
The Director continues to provide the highest standards of governance to ensure compliance with the Group’s policies and maintain high standards of business conduct. The Director engages with its immediate parent company on various matters, including governance.
D A Gordon
Director
30 October 2024
A.C. LIGHTING (OVERSEAS) LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 JANUARY 2024
- 3 -
The director presents his annual report and financial statements for the year ended 31 January 2024.
Principal activities
The principal activity of the company continued to be that of a holding company for the overseas interests of the group.
Results and dividends
The loss for the year after taxation amounted to £308,458 (2023: £216,788 profit).
No dividend has been declared and paid for the year ended 31 January 2024 (2023: £Nil).
No ordinary dividends were paid. The director does not recommend payment of a final dividend.
Director
The director who held office during the year and up to the date of signature of the financial statements was as follows:
D A Gordon
Auditor
In accordance with the company's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the company will be put at a General Meeting.
Energy and carbon report
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
Statement of director's responsibilities
The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
A.C. LIGHTING (OVERSEAS) LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 4 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
D A Gordon
Director
30 October 2024
A.C. LIGHTING (OVERSEAS) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF A.C. LIGHTING (OVERSEAS) LIMITED
- 5 -
Opinion
We have audited the financial statements of A.C. Lighting (Overseas) Limited (the 'company') for the year ended 31 January 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 January 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the director's report have been prepared in accordance with applicable legal requirements.
A.C. LIGHTING (OVERSEAS) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF A.C. LIGHTING (OVERSEAS) LIMITED
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of director
As explained more fully in the director's responsibilities statement, the director is 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 director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
A.C. LIGHTING (OVERSEAS) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF A.C. LIGHTING (OVERSEAS) LIMITED
- 7 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Adam East ACA
Senior Statutory Auditor
For and on behalf of Azets Audit Services
31 October 2024
Chartered Accountants
Statutory Auditor
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
United Kingdom
HP9 2JH
A.C. LIGHTING (OVERSEAS) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2024
- 8 -
2024
2023
Notes
£
£
Administrative expenses
(789,257)
(161,958)
Other operating income
168,185
Operating (loss)/profit
5
(789,257)
6,227
Interest receivable and similar income
7
696,905
249,574
Interest payable and similar expenses
8
(105,907)
(27,613)
(Loss)/profit before taxation
(198,259)
228,188
Tax on (loss)/profit
9
(110,199)
(11,400)
(Loss)/profit for the financial year
(308,458)
216,788
The profit and loss account has been prepared on the basis that all operations are continuing operations.
A.C. LIGHTING (OVERSEAS) LIMITED
BALANCE SHEET
AS AT
31 JANUARY 2024
31 January 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
10
2,381,931
2,381,931
Current assets
Debtors
12
4,369,061
4,115,789
Cash at bank and in hand
166,177
55,446
4,535,238
4,171,235
Creditors: amounts falling due within one year
13
(1,464,100)
(791,639)
Net current assets
3,071,138
3,379,596
Net assets
5,453,069
5,761,527
Capital and reserves
Called up share capital
15
100
100
Profit and loss reserves
5,452,969
5,761,427
Total equity
5,453,069
5,761,527
The financial statements were approved and signed by the director and authorised for issue on 30 October 2024
D A Gordon
Director
Company Registration No. 04513383
A.C. LIGHTING (OVERSEAS) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024
- 10 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 February 2022
100
5,544,639
5,544,739
Year ended 31 January 2023:
Profit and total comprehensive income for the year
-
216,788
216,788
Balance at 31 January 2023
100
5,761,427
5,761,527
Year ended 31 January 2024:
Loss and total comprehensive income for the year
-
(308,458)
(308,458)
Balance at 31 January 2024
100
5,452,969
5,453,069
A.C. LIGHTING (OVERSEAS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
- 11 -
1
Accounting policies
Company information
A.C. Lighting (Overseas) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Centauri House, Hillbottom Road, Sands Industrial Estate, High Wycombe, Buckinghamshire, United Kingdom, HP12 4HQ.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention.The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
The financial statements of the company are consolidated in the financial statements of A.C. Worldwide Group Limited. These consolidated financial statements are available from its registered office, Centauri House, Hillbottom Road, Sands Industrial Estate, High Wycombe, Buckinghamshire, United Kingdom, HP12 4HQ.
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.
A.C. Lighting (Overseas) Limited is a wholly owned subsidiary of A.C. Worldwide Group Limited and the results of A.C. Lighting (Overseas) Limited are included in the consolidated financial statements of A.C. Worldwide Group Limited which are available from Centauri House, Hillbottom Road, Sands Industrial Estate, High Wycombe, Buckinghamshire, United Kingdom, HP12 4HQ.
1.2
Going concern
Atruet the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities 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.
A.C. LIGHTING (OVERSEAS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 12 -
1.4
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.5
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.
A.C. LIGHTING (OVERSEAS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 13 -
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.
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.
1.6
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.
1.7
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 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.
A.C. LIGHTING (OVERSEAS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 14 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.8
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.9
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.
1.10
Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.
2
Judgements and key sources of estimation uncertainty
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.
Impairment of investments and related company loans
Management review investments and related company loans for indicators of impairment. Where such indicators exist, management estimate the recoverable value of cash generation. units (CGU's) based on estimated future cash flows appropriately discounted to net present value.
A.C. LIGHTING (OVERSEAS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 15 -
3
Revenue
2024
2023
£
£
Interest income
436,928
249,574
Dividends received
259,977
-
4
Exceptional item
2024
2023
£
£
Expenditure
Exceptional items
168,185
-
Included in administrative expenses is an amount of £168,185 which represents a reversal of amounts held as accrued income as at 31 January 2023. At the date of approval of the 31 January 2023 financial statements it was the intention to recharge consultancy fees incurred during the year ended 31 January 2023 to a Group sister company. The directors undertook the decision not to recharge these consultancy fees and hence they are now included in administrative expenses.
5
Operating (loss)/profit
2024
2023
Operating (loss)/profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
34,706
(15,631)
Fees payable to the company's auditor for the audit of the company's financial statements
6,400
5,000
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Directors
1
1
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Other interest income
436,928
249,574
Income from fixed asset investments
Income from shares in group undertakings
259,977
Total income
696,905
249,574
A.C. LIGHTING (OVERSEAS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 16 -
8
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
6
-
Interest payable to group undertakings
98,397
27,613
Other interest
7,504
105,907
27,613
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
11,400
Adjustments in respect of prior periods
58,292
Total UK current tax
58,292
11,400
Foreign current tax on profits for the current period
51,907
Total current tax
110,199
11,400
The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
(Loss)/profit before taxation
(198,259)
228,188
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 24.03% (2023: 19.00%)
(47,642)
43,356
Tax effect of expenses that are not deductible in determining taxable profit
181
Unutilised tax losses carried forward
28,560
Adjustments in respect of prior years
58,292
Dividend income
(62,472)
Change in general provisions
81,373
Other timing differences
(31,956)
Foreign taxes
51,907
Taxation charge for the year
110,199
11,400
Factors that may affect future tax charges
As part of Budget 2021 on 3 March 2021, it was announced that the UK corporation tax rate will increase to 25% from 1 April 2023. This change was substantively enacted on 24 May 2021. Prior to this change, the corporation tax rate was 19%. The effect on the company of this changes has been reflected in the company's financial statements in the financial year as appropriate.
A.C. LIGHTING (OVERSEAS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 17 -
10
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
11
2,381,931
2,381,931
11
Subsidiaries
Details of the company's subsidiaries at 31 January 2024 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
A.C. Holdings (Canada) Limited
Canada
Holding company for Canadian interest
Ordinary
100.00
-
ESL S.A.S.
France
Supply of lighting equipment
Ordinary
100.00
-
A.C. Lighting Asia KK
Japan
Supply of lighting equipment
Ordinary
100.00
-
LCA Lights Camera
Action France S.A.S.
France
Supply of lighting equipment
Ordinary
100.00
-
A.C. Entertainment Technologies Ireland Ltd
Ireland
Supply of lighting equipment
Ordinary
100.00
-
Prolights (Import) America Inc
United States
Supply of lighting equipment
Ordinary
-
50.00
A.C. Lighting Australia Pty Limited
Australia
Supply of lighting equipment
Ordinary
100.00
-
A.C. Americas (USA) Inc.
United States
Supply of lighting equipment
Ordinary
100.00
-
Spectrum Manufacturing Inc
Canada
Supply of lighting equipment
Ordinary
-
100.00
A.C. (Canada) Ltd
Canada
Real estate
Ordinary
-
100.00
A.C. Promedia (Canada) Inc.
Canada
Supply of lighting equipment
Ordinary
-
100.00
A.C. Americas (Canada) Ltd
Canada
Dormany Company
Ordinary
-
100.00
LCA Lights Camera Action Europe GmbH
Germany
Supply of lighting equipment
Ordinary
100.00
-
A.C. Americas Ltd
Canada
Supply of lighting equipment
Ordinary
-
100.00
A.C. Entertainment Technologies Europe GmbH
Germany
Supply of lighting equipment
Ordinary
100.00
-
A.C. Lighting (Canada) Inc
Canada
Supply of lighting equipment
Ordinary
-
100.00
Prolights (Import) America Ltd
Canada
Supply of lighting equipment
Ordinary
-
50.00
On 31 January 2024 A.C. Americas (USA) Inc. was formed by the merger of A.C. Lighting Inc. and A.C. Promedia Inc., American sister companies to A.C. Holdings (Canada) Ltd.
A.C. LIGHTING (OVERSEAS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 18 -
12
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
4,369,061
4,063,883
Other debtors
51,906
4,369,061
4,115,789
Amounts owed by group undertakings includes loans of the following amounts with the respective interest rates charged. The loans are repayable on demand unless otherwise stated.
A.C. Entertainment Technologies Ireland Limited - £305,977 (2023: £Nil) with interest charged at 3% above UK base rate which is repayable on 31 January 2025
A.C. Entertainment Technologies Ireland Limited - £9,392 (2023: £10,199) with interest charged at 3% above UK base rate
A.C. Holdings (Canada) Limited - £738,614 (2023: £837,550) with interest charged at 3% above the Canada prime rate
A.C. Lighting Inc. - £2,236,551 (2023: £2,224,570) with interest charged at 1.75% above the US prime rate
LCA Lights Camera Action Europe GmbH - £571,030 (2023: £546,447) with interest charged at 3.5%
LCA Lights Camera Action France SAS - £158,823 (2023: £445,116) with interest charged at 3% above UK base rate
A. C. Entertainment Technologies Europe GmbH - £348,674 (2023: £Nil) with interest charged at 3% above UK base rate which is repayable on 31 January 2025
13
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
26,369
Amounts owed to group undertakings
1,426,036
756,099
Corporation tax
1,794
3,325
Other creditors
29,011
Accruals and deferred income
9,901
3,204
1,464,100
791,639
Amounts owed to group undertakings includes loans of the following amounts with the respective interest rates charged. The loans are repayable on demand.
A.C. Entertainment Technologies Limited - £Nil (2023: £1,205). This is considered a trading loan and therefore no interest is charged
A.C. Worldwide Group Limited - £1,425,036 (2023: £753,894) with interest charged at 3% above base rate
LCA Lights Camera Action Limited - £1,000 (2023: £1,000). This is considered a trading loan and therefore no interest is charged
14
Securities
The company registered a debenture with its parent company which holds a fixed and floating charge over its assets dated 14 September 2012.
A.C. LIGHTING (OVERSEAS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
- 19 -
15
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
100
100
100
100
Each ordinary share carries one vote, an equal right to dividends and capital (including on a winding up) and is not redeemable.
16
Reserves
Profit and loss reserves includes all current and prior period retained profits and losses.
17
Related party transactions
As the company is a wholly owned subsidiary of A.C. Worldwide Group Limited, the company has taken advantage of the exemption contained in FRS 102 section 33 and has therefore not disclosed transactions with wholly owned subsidiaries of A.C. Worldwide Group Limited. The consolidated financial statements of A.C. Worldwide Group Limited, within which this company is included, can be obtained from the address given in note 18.
18
Ultimate controlling party
The parent company and largest and smallest group in which A.C. Lighting (Overseas) Limited is consolidated is A.C. Worldwide Group Limited, a company incorporated in England and Wales. The registered address of the parent company is Centauri House, Sands Industrial Estate, Hillbottom Road, High Wycombe, Buckinghamshire, HP12 4HQ. The ultimate controlling party is D A Leggett by virtue of his controlling interest in A.C. Worldwide Group Limited.
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