REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
AUDITED FINANCIAL STATEMENTS FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
FOR |
SIGMA ASL LIMITED |
REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
AUDITED FINANCIAL STATEMENTS FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
FOR |
SIGMA ASL LIMITED |
SIGMA ASL LIMITED (REGISTERED NUMBER: 02913195) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 | to | 4 |
Report of the Directors | 5 | to | 6 |
Report of the Independent Auditors | 7 | to | 10 |
Statement of Comprehensive Income | 11 |
Statement of Financial Position | 12 |
Statement of Changes in Equity | 13 |
Notes to the Financial Statements | 14 | to | 25 |
SIGMA ASL LIMITED |
COMPANY INFORMATION |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants & Statutory Auditors |
Stone House |
Stone Road Business Park |
Stoke-on-Trent |
ST4 6SR |
BANKERS: |
70 Pall Mall |
London |
SW1Y 5EZ |
SIGMA ASL LIMITED (REGISTERED NUMBER: 02913195) |
STRATEGIC REPORT |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
The directors present their strategic report for the period 1 July 2023 to 31 December 2023. |
REVIEW OF BUSINESS |
SAL's principal activities continued to be the supply of components for use in the manufacture of automotive parts. SAL's principal place of business is 41 Progress Road, Leigh on Sea, Essex, SS9 5PR. |
SAL: |
• continues to be a preferred supplier to all of our customers in the North American heavy duty transmission and supercharger industries where we are the single source for all products we supply; |
• negotiated a further five-year long-term agreement, with new business creation clauses, to ensure exclusivity and continuity of supply for all current products and with an incentive to encourage additional new sales for current and new products; |
• began ramping up and supplying products at production quantities to two new customers in the electrical vehicle and supercar e-mobility sectors which have been under development during the preceding three years; |
• competed for and were awarded a significant value of prototype level components as a precursor to a large and long-term supply of highly complex cast aluminium battery pack enclosures/lids for the electrification of gigantic mine haul vehicles where the elimination of very large diesel engines is a significant part of our customer's total commitment to decarbonisation and the achievement of a real 100% zero carbon position by 2030 throughout its entire business; |
• continued with the development and customer approval for a range of products for the aerospace industry which are complex in terms of both casting structure and machining and which enjoy long product life. These products will be supplied in production volumes in 2025 and beyond. |
The directors are satisfied that the shift towards the production of more complex castings with precision machining and assembly has been successful in terms of new business generation, profit improvement and product longevity and we will continue to deploy this strategy as part of our long term business planning process. Additionally, the directors are expecting further sales and profit improvement opportunities by sourcing from SIGMA Corp's supply base outside South Korea, thereby reviving elements of our legacy business in the automotive sector. This strategy is already producing the expected results by being now in a position to buy from India at lower prices, thereby recovering competitiveness lost over recent years. |
Long term decisions affecting our business are initially determined at board level and implemented via a rolling 5-year strategic business plan, leveraging SAL's specialisation in complex lightweight castings with precision machining and is synchronised with the strategic sourcing needs of our main customers. To this end, we are well positioned to succeed in the industrial sectors we choose to support, with particular focus on aerospace, automotive, electric vehicles, and e-mobility components. These sectors all provide greater product longevity and allow better margins than other industries requiring more commoditised components. Our strategic business plan is agreed with our major customers via quarterly Executive Business Reviews. |
SAL employs and depends upon a small group of highly effective and well-trained business support personnel. The business planning process is inclusive, and SAL's plans, expectations and results are available to all personnel. Operating decisions are made with the full engagement of the appropriate members of the teams supporting each aspect of our business. |
SAL provides above local average salary and employment terms to all its employees and has a history of supporting fundraising events for the local community and charities. SAL has already marked its 30-year anniversary in the automotive manufacturing industry. We are one of very few suppliers to be awarded Worldwide Premier Strategic Supplier Awards over many successive years by its largest customer. This confirms the importance to all parties of the commitment to long term and mutually successful business. |
SIGMA ASL LIMITED (REGISTERED NUMBER: 02913195) |
STRATEGIC REPORT |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
SAL takes very seriously, via its published policies, its obligation to the stringent environmental and other standards measured and monitored by the ISO, TS and AS, and it insists upon the highest standards of conduct from its staff in transacting with customers and suppliers alike. The CEO maintains close and direct engagement with customers and suppliers, both to gauge SAL's reputation at a senior level and to reinforce the adherence of SAL's members to these standards. Disciplinary procedures are in place and are invoked when necessary. |
SAL operates under a variety of policies designed to ensure that all members of staff may be assured of a safe, open, transparent, and inclusive working environment, free from unfairness, prejudice and inequality. There is an established grievance procedure in place to allow the fair and equitable review and resolution of any potential issues with upward escalation to highest levels of management encouraged, if felt necessary by any member of staff. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The principal risks and uncertainties facing the business are: |
• Competition from lower cost countries; |
• Increases in raw material & shipping costs. |
The directors are satisfied that they have in place sufficient plans to manage and/or mitigate these risks. |
RESULTS AND KEY PERFORMANCE INDICATORS |
RESULTS |
Turnover for the period was $15.9m (18-month period ended 30.06.23: $61.2m) with loss before tax of $17.7m (18-month period ended 30.06.23: $0.2m). |
FINANCIAL KEY PERFORMANCE INDICATORS |
The directors utilise a number of key performance indicators to enable a consistent method of analysing and benchmarking performance. The key performance indicators utilised by the directors apart from those mentioned in the results above include EBITDA (excluding exceptional items); ($1.0m) (18-month period ended 30.06.23: $1.1m), debtor days 49 (18-month period ended 30.06.23: 42) and creditor days 133 (18-month period ended 30.06.23: 191). |
The employee headcount decreased during the period by 5 to 18 (18-month period ended 30.06.23: 23). |
FINANCIAL RISK MANAGEMENT |
Credit risk is addressed by conducting regular checks of our customers with a reputable credit risk agency and holding a provision for bad debts on the balance sheet. Foreign currency transactions are managed on a daily basis to ensure the company's exposure is minimised. |
OPERATING EXPENSES |
These are monitored continually against budgeted amounts for each expense category, and SAL has undertaken an aggressive cost reduction exercise throughout all areas of its business. |
WORKING CAPITAL |
SAL meets its day to day working capital requirements through finance facilities provided by its bank and cash receipts from customers. These are closely monitored to ensure adherence to agreed credit terms. Stock is regularly reviewed to ensure that the valuation is in line with UK accounting standards and is deemed recoverable. Obsolete stock that is identified is fully provided for within these financial statements. After the preparation of detailed trading and cashflow forecasts for SAL, the directors expect that SAL has adequate resources to continue to trade as a going concern for the foreseeable future. |
SIGMA ASL LIMITED (REGISTERED NUMBER: 02913195) |
STRATEGIC REPORT |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
COMPETITIVE ADVANTAGE |
SAL strives to continuously improve its competitive advantage by working with its customers to provide innovative programs which deliver cost savings by introducing the latest designs and technologies. This enables our customers to best position themselves in the market, resulting in mutual benefit and growth. |
ON BEHALF OF THE BOARD: |
SIGMA ASL LIMITED (REGISTERED NUMBER: 02913195) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
The directors present their report with the financial statements of the company for the period 1 July 2023 to 31 December 2023. |
DIVIDENDS |
No dividends will be distributed for the period ended 31 December 2023. |
EVENTS SINCE THE END OF THE PERIOD |
Information relating to events since the end of the period is given in the notes to the financial statements. |
DIRECTORS |
Other changes in directors holding office are as follows: |
DISCLOSURE IN THE STRATEGIC REPORT |
The company has, in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 set out in the company's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. The strategic report can be found on pages 2-4 of the financial statements. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
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 company'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 company's auditors are aware of that information. |
SIGMA ASL LIMITED (REGISTERED NUMBER: 02913195) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
AUDITORS |
The auditors is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
SIGMA ASL LIMITED |
Qualified Opinion |
We have audited the financial statements of Sigma ASL Limited (the 'company') for the period ended 31 December 2023 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and 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). |
_ |
Except for the financial effects of items noted in the basis for qualified opinion, if any, as might have been determined necessary had we been able to satisfy ourselves as to the recoverability of the intra-group loan balances, in our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for qualified 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 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. Our basis for qualified opinion is noted below: |
The company has intercompany balances due from fellow subsidiaries of $727,785 as at 31 December 2023. The intercompany balances are shown in the notes to the financial statements under debtors due within one year. Although, the intercompany balances are likely to be partly recovered we were unable to determine sufficient appropriate audit evidence as to the final quantum of any amount that is irrecoverable, consequently, we were unable to determine what adjustments, if any, were necessary to the inter-company balances. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Emphasis of matter |
In forming our opinion, we have considered the adequacy of the disclosures concerning the company's ability to continue as a going concern in the strategic report and note 3 of these financial statements. The company has provided for irrecoverable inter-company debtor balances in the period resulting in a high level of net current liabilities. The strategic report and note 3 of the financial statements outlines the directors' expectations for the rest of 2024 and beyond, which indicate that the company will continue to trade for the foreseeable future in line with the director's forecasts and projections and expected continued support of the company's shareholders. Our opinion is not modified in this respect. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
SIGMA ASL LIMITED |
Other information |
The directors are responsible for the other information. The other information comprises the information in the 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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 directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
SIGMA ASL LIMITED |
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: |
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. |
Identifying and assessing potential risks related to irregularities |
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: |
• | the nature of the industry and sector, control environment and business performance including the design of the company remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets; |
• | results of our enquiries of management about their own identification and assessment of the risks of irregularities; |
• | any matters we identified having obtained and reviewed the company documentation of their policies and procedures relating to: |
- | identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance; |
- | detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; |
- | the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; |
• | the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. |
Based on this approach, we were able to assess the company risks and ensure the risks were considered throughout all areas of audit testing. The audit team was professionally sceptical throughout the audit and remained alert for inaccurate or misleading information. |
Audit response to risks identified |
As a result of performing the above, we did not identify any key audit matters related to the potential risk of fraud or irregularities. Our procedures to identify any potential fraud or irregularities are as follows: |
- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
- enquiring of management concerning actual and potential litigation and claims; |
- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
- obtained an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and |
- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
SIGMA ASL LIMITED |
Audit testing was completed on a targeted sample basis based on our assessment of risk and materiality. Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations. |
As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also: |
- | 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. 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. |
- | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. |
- | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. |
- | Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Report of the Auditors to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Report of the Auditors. However, future events or conditions may cause the company to cease to continue as a going concern. |
- | Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. |
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. |
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. |
for and on behalf of |
Chartered Accountants & Statutory Auditors |
Stone House |
Stone Road Business Park |
Stoke-on-Trent |
ST4 6SR |
SIGMA ASL LIMITED (REGISTERED NUMBER: 02913195) |
STATEMENT OF COMPREHENSIVE INCOME |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
Notes | $ | $ |
TURNOVER | 4 |
Cost of sales | ( |
) | ( |
) |
GROSS PROFIT |
Administrative expenses | ( |
) | ( |
) |
OPERATING LOSS | 6 | ( |
) | ( |
) |
Exceptional items | 7 | ( |
) |
(18,353,950 | ) | (1,261,795 | ) |
Interest receivable and similar income |
(17,714,976 | ) | (43,422 | ) |
Interest payable and similar expenses | 8 | ( |
) | ( |
) |
LOSS BEFORE TAXATION | ( |
) | ( |
) |
Tax on loss | 9 |
(LOSS)/PROFIT FOR THE FINANCIAL PERIOD |
( |
) |
SIGMA ASL LIMITED (REGISTERED NUMBER: 02913195) |
STATEMENT OF FINANCIAL POSITION |
31 DECEMBER 2023 |
31.12.23 | 30.6.23 |
Notes | $ | $ |
FIXED ASSETS |
Intangible assets | 10 |
Tangible assets | 11 |
Investments | 12 |
CURRENT ASSETS |
Stocks | 13 |
Debtors: amounts falling due within one year |
14 |
Debtors: amounts falling due after more than one year |
14 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 15 | ( |
) | ( |
) |
NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
CREDITORS |
Amounts falling due after more than one year |
16 |
( |
) |
( |
) |
NET (LIABILITIES)/ASSETS | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 20 | 2,082,679 | 2,082,679 |
Undistributable reserves | 21 | 509,000 | 509,000 |
Retained earnings | 21 | (13,097,163 | ) | 4,157,649 |
SHAREHOLDERS' FUNDS | ( |
) |
The financial statements were approved by the Board of Directors and authorised for issue on |
SIGMA ASL LIMITED (REGISTERED NUMBER: 02913195) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
Called up |
share | Retained | Undistributable | Total |
capital | earnings | reserves | equity |
$ | $ | $ | $ |
Balance at 1 January 2022 | 2,082,679 | 4,028,784 | 509,000 | 6,620,463 |
Changes in equity |
Total comprehensive income | - |
Balance at 30 June 2023 | 2,082,679 | 4,157,649 | 509,000 | 6,749,328 |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 December 2023 | 2,082,679 | (13,097,163 | ) | 509,000 | (10,505,484 | ) |
SIGMA ASL LIMITED (REGISTERED NUMBER: 02913195) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
1. | STATUTORY INFORMATION |
Sigma ASL Limited is a |
The presentation currency of the financial statements is the US Dollar ($). |
2. | STATEMENT OF COMPLIANCE |
3. | ACCOUNTING POLICIES |
BASIS OF PREPARING THE FINANCIAL STATEMENTS |
FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows; |
• | the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
• | the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A. |
SIGNIFICANT JUDGEMENTS AND ESTIMATES |
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
Judgements |
The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: |
There are no such judgements. |
Key sources of estimation uncertainty |
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: |
As described in the accounting policies of the financial statements, depreciation of intangible and tangible fixed assets has been based on estimated useful lives and residual values deemed appropriate by the directors. Estimated useful lives and residual values are reviewed annually and revised as appropriate. Revisions take in to account actual asset lives and residual values as evidenced by disposals during current and prior accounting periods. |
SIGMA ASL LIMITED (REGISTERED NUMBER: 02913195) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
3. | ACCOUNTING POLICIES - continued |
GOING CONCERN |
The Company continued to make losses during the financial period with the company making a loss before tax of $470,083, prior to exceptional items. A decision was made by the directors of Sigma ASL Limited, a fellow subsidiary undertaking to write down a intercompany balance of $16,421,252 between the companies. As a result of the impairment of the intercompany balance the company's reserves went from a surplus at 30th June 2023 of $4,157,649 to a deficit of $13,097,162 at 31 December 2023 as a result of providing for this balance in full. |
In December 2023 the parent undertaking, SAL Group Limited was acquired by Sigma Manufacturing Solutions (USA) LLC (SMU). SMU is a wholly owned subsidiary of Sigma Corporation a company registered in the USA. |
SMU have invested heavily in the group to allow them to continue to meet their obligations as they fall due and have provided assurances of their continued support to the group, accordingly the directors consider that the group is a going concern and accordingly, the financial statements have been prepared on a going concern basis. |
REVENUE RECOGNITION |
Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied or services rendered, net of returns, discounts and rebates allowed by the company and value added taxes. |
INTANGIBLE ASSETS |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Development costs are being amortised evenly over their estimated useful life based on the sales lifecycle of each project. Amortisation is charged from the date economic benefits are realised by the company. |
TANGIBLE FIXED ASSETS |
Short leasehold | - |
Plant and machinery | - |
Fixtures and fittings | - |
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. |
An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss. |
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. |
SIGMA ASL LIMITED (REGISTERED NUMBER: 02913195) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
3. | ACCOUNTING POLICIES - continued |
INVESTMENTS IN ASSOCIATES |
Investments in associate undertakings are recognised at cost. |
Investments in associates accounted for in accordance with the cost model are recorded at cost less any accumulated impairment losses. Dividends and other distributions received from the investment are recognised as income without regard to whether the distributions are from accumulated profits of the associate arising before or after the date of acquisition. |
STOCKS |
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition. |
FINANCIAL INSTRUMENTS |
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. |
Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. |
Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. |
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. |
For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. |
Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised. |
Financial instruments are measured initially and subsequently at fair value. |
Cash flows arising on derivative instruments used to hedge the company's exposure to transactions in foreign currencies are recognised in the income statement when the hedged transaction takes place. |
CORPORATION TAX |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
SIGMA ASL LIMITED (REGISTERED NUMBER: 02913195) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
3. | ACCOUNTING POLICIES - continued |
DEFERRED TAX |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
FOREIGN CURRENCIES |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
HIRE PURCHASE AND LEASING COMMITMENTS |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
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. |
EXCEPTIONAL ITEMS |
Exceptional items are disclosed separately in the financial statements in order to provide further understanding of the financial performance of the entity. They are material items of income or expense that have been shown separately because of their nature or amount. |
4. | TURNOVER |
The turnover and loss before taxation are attributable to the principal activities of the company. |
An analysis of turnover by geographical market is given below: |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
$ | $ |
United Kingdom |
Europe |
United States of America |
SIGMA ASL LIMITED (REGISTERED NUMBER: 02913195) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
5. | EMPLOYEES AND DIRECTORS |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
$ | $ |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the period was as follows: |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
Directors, management and staff | 15 | 18 |
Korea office | 3 | 5 |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
$ | $ |
Directors' remuneration |
The number of directors to whom retirement benefits were accruing was as follows: |
Defined benefit schemes |
6. | OPERATING LOSS |
The operating loss is stated after charging/(crediting): |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
$ | $ |
Hire of plant and machinery |
Depreciation - owned assets |
Loss/(profit) on disposal of fixed assets | ( |
) |
Development costs amortisation |
Auditors' remuneration |
Foreign exchange differences |
SIGMA ASL LIMITED (REGISTERED NUMBER: 02913195) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
7. | EXCEPTIONAL ITEMS |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
$ | $ |
Exceptional items | ( |
) |
Exceptional costs relate to a provision for an inter-company balance of $16.4m between the company and a fellow subsidiary and restructuring costs and relevant stock provisions of $874k that arose from the in year acquisition of the company by Sigma Manufacturing Solutions (USA) LLC. |
8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
$ | $ |
Bank interest |
Factoring interest |
Other interest payable |
9. | TAXATION |
Analysis of the tax credit |
The tax credit on the loss for the period was as follows: |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
$ | $ |
Current tax: |
UK corporation tax | ( |
) |
period | - | (91,419 | ) |
Total current tax | ( |
) | ( |
) |
Deferred tax | ( |
) | ( |
) |
Tax on loss | ( |
) | ( |
) |
SIGMA ASL LIMITED (REGISTERED NUMBER: 02913195) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
9. | TAXATION - continued |
RECONCILIATION OF TOTAL TAX CREDIT INCLUDED IN PROFIT AND LOSS |
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
Period | Period |
1.7.23 | 1.1.22 |
to | to |
31.12.23 | 30.6.23 |
$ | $ |
Loss before tax | ( |
) | ( |
) |
Loss multiplied by the standard rate of corporation tax in the UK of |
( |
) |
( |
) |
Effects of: |
Expenses not deductible for tax purposes | ( |
) |
Income not taxable for tax purposes | ( |
) |
Changes in Future tax rates | - | 39,500 |
Adjustments in respect of prior periods | - | (91,418 | ) |
branch |
Corporation tax losses carried forward | (62,194 | ) | - |
Total tax credit | (510,410 | ) | (333,517 | ) |
Tax effects relating to effects of other comprehensive income |
1.1.22 to 30.6.23 |
Gross | Tax | Net |
$ | $ | $ |
Revaluation of tangible assets |
Transfer to undistributable reserves |
- | - | - |
10. | INTANGIBLE FIXED ASSETS |
Developme |
costs |
$ |
COST |
At 1 July 2023 |
and 31 December 2023 |
AMORTISATION |
At 1 July 2023 |
Amortisation for period |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 30 June 2023 |
SIGMA ASL LIMITED (REGISTERED NUMBER: 02913195) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
11. | TANGIBLE FIXED ASSETS |
Fixtures |
Short | Plant and | and |
leasehold | machinery | fittings | Totals |
$ | $ | $ | $ |
COST |
At 1 July 2023 |
Additions |
Disposals | ( |
) | ( |
) | ( |
) | ( |
) |
At 31 December 2023 |
DEPRECIATION |
At 1 July 2023 |
Charge for period |
Eliminated on disposal | ( |
) | ( |
) |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 30 June 2023 |
12. | FIXED ASSET INVESTMENTS |
Interest |
in |
associate |
$ |
COST OR VALUATION |
At 1 July 2023 |
and 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 30 June 2023 |
Cost or valuation at 31 December 2023 is represented by: |
Interest |
in |
associate |
$ |
Valuation in 2019 | 979,318 |
Valuation in 2020 | (265,222 | ) |
Valuation in 2021 | 265,222 |
979,318 |
SIGMA ASL LIMITED (REGISTERED NUMBER: 02913195) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
12. | FIXED ASSET INVESTMENTS - continued |
The company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
ASSOCIATED COMPANY |
Registered office: Sigma Manufacturing Solution 29, Mieumsandan-ro 76beon-gil Gangseo, Busan, Korea. |
Nature of business: |
% |
Class of shares: | holding |
13. | STOCKS |
31.12.23 | 30.6.23 |
$ | $ |
Stocks |
14. | DEBTORS |
31.12.23 | 30.6.23 |
$ | $ |
Amounts falling due within one year: |
Trade debtors |
Amounts owed by group undertakings |
Other debtors |
Directors' current accounts | 4,491 | 4,491 |
Tax |
VAT |
Deferred tax asset |
Prepayments and accrued income |
Amounts falling due after more than one year: |
Amounts owed by group undertakings |
Aggregate amounts |
Deferred tax asset |
31.12.23 | 30.6.23 |
$ | $ |
Accelerated capital allowances | ( |
) | ( |
) |
Tax losses carried forward |
SIGMA ASL LIMITED (REGISTERED NUMBER: 02913195) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.23 | 30.6.23 |
$ | $ |
Trade creditors |
Amounts owed to group undertakings |
Social security and other taxes |
VAT | 77,636 | - |
Other creditors |
Factoring account | - | 2,522,501 |
Directors' current accounts | - | 250,000 |
Accruals and deferred income |
The aggregate amount of creditors for which security has been given amounted to $Nil (June 2023 $2,552,501). |
16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
31.12.23 | 30.6.23 |
$ | $ |
Other loans (see note 17) |
17. | LOANS |
An analysis of the maturity of loans is given below: |
31.12.23 | 30.6.23 |
$ | $ |
Amounts falling due between two and five years: |
Other loans - 2-5 years |
18. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
31.12.23 | 30.6.23 |
$ | $ |
Within one year |
Between one and five years |
19. | SECURED DEBTS |
The company is party to an unlimited Multilateral Guarantee dated 8 March 2018 covering all the UK companies across the group, The Guarantee is in favour of HSBC Bank Plc. |
A new fixed charge was created after the year end on 30th August 2023 covering all securities over cash deposits. The guarantee is in favour of HSBC UK bank. |
SIGMA ASL LIMITED (REGISTERED NUMBER: 02913195) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
20. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.23 | 30.6.23 |
value: | $ | $ |
Ordinary shares | $1.5 | 3 | 3 |
Preference shares | $1.61 | 6 | 2,082,676 | 2,082,676 |
2,082,679 | 2,082,679 |
21. | RESERVES |
Retained | Undistributable |
earnings | reserves | Totals |
$ | $ | $ |
At 1 July 2023 | 4,157,649 | 509,000 | 4,666,649 |
Deficit for the period | ( |
) | ( |
) |
At 31 December 2023 | (13,097,163 | ) | 509,000 | (12,588,163 | ) |
22. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to directors subsisted during the years ended 31 December 2023 and period ended 30 June 2023: |
31.12.23 | 30.06.23 |
(as restated | ) |
A J Elliott | $ | $ |
Balance outstanding at start of year | 4,491 | 4,4941 |
Amounts advanced | - | - |
Amounts repaid | - | - |
Amounts written off | - | - |
Prior year adjustment | - | - |
Balance outstanding at end of year | 4,491 | 4,491 |
Amounts advanced to the director are unsecured, interest free, have no fixed date of repayment and are repayable on demand. |
23. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
1) During the year the company undertook transactions with Sigma Manufacturing Solutions, a participating interest of the company, as follows: Amounts owed to related party at 1 July 2023 $2,184,406, sales from the related party $9,684 , purchases from related party $13,662,372 and payments to related party $13,963,121. Amounts owed to related party at 31 December 2023 $1,873,973. |
Key management personnel compensation is shown in the staff costs note above. |
SIGMA ASL LIMITED (REGISTERED NUMBER: 02913195) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 1 JULY 2023 TO 31 DECEMBER 2023 |
24. | POST BALANCE SHEET EVENTS |
There was no material post balance sheet events up to the date of approval of the financial statements by the Board. |
25. | ULTIMATE CONTROLLING PARTY |
The ultimate parent undertaking is Sigma Corporation USA, a company registered in the USA. The registered office of the ultimate parent undertaking is 700 Goldman Drive, Cream Ridge, NJ 08514. A copy of the consolidated financial statements can be obtained from the registered office. |
During 2023 the company's parent undertaking SAL Group Limited , was acquired by Sigma Manufacturing Solutions (USA) LLC, which is a subsidiary of Sigma Corporation. |