REGISTERED NUMBER: 01043134 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2024

for

Audience Systems Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Income Statement

8

Consolidated Other Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

DIRECTORS:

S Edgeworth

S Fukasawa

G Pillinger

H Jinza

SECRETARY:

S Edgeworth

REGISTERED OFFICE:

19b Washington Road

West Wilts Trading Estate

Westbury

BA13 4JP

REGISTERED NUMBER:

01043134 (England and Wales)

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITIES AND STRATEGIC BUSINESS REVIEW 2024

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

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

In the year we continued our drive for efficiency and sustainability in our business, with completion of the planned replacement of our powder coating system, with a new state-of-the-art, energy efficient plant. 2024 also saw the addition of solar power to our site which produces 30% of all of our electricity requirements.

At Audience Systems, we derive our success through delivering excellence for our clients and at the core of this are our teams, who we have continued to enhance and invest in to support and capitalise on our growing opportunities both domestically and internationally.

2024 also saw further enhancements to our product portfolio through our R&D program, which has been tailored to suit our specific target markets.

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

FINANCIAL KEY PERFORMANCE INDICATORS

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

Turnover,

Gross profit

Gross profit margin

EBTIDA

In 2024 Audience Systems has seen turnover grow by 12% to £15.85 m (2023: £14.19m). Gross profit has increased by 13% giving a gross profit margin of £5.36m (2023: £4.74m), which has resulted in an operating profit of £888,724 (2023 £514,822) which is an increase of 51% with an EBTIDA of £1,112,743 (2023 £737,596)

OTHER KEY PERFORMANCE INDICATORS

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

DIVIDENDS

The directors are satisfied with the results for the year and have recommended a dividend of £915,608.78 to be paid to Kotobuki Seating Company Ltd

BROAD OBJECTIVES 2025

Throughout 2025, the Audience Systems directors will continue to collaborate on improving performance and selective expansion to secure future business success, whilst concentrating on our core strategies and activities and remaining focused on the five-year plan that is conducive to the overall group strategy and the clear strategic vision.

We will continue to invest heavily in our business to further strengthen our foundation and to support our ambitious growth plans, in line with our five -year plan and continue our initiatives in making make Audience Systems a rewarding, reliable and respectful workplace and engage with our teams to encourage development and wellbeing.

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

PRINCIPAL RISKS AND UNCERTAINTIES

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

Cash flow Risk

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

Credit Risk

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

Currency Risk.

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

Inflationary Risk

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

Competition Risk

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

ON BEHALF OF THE BOARD:

G Pillinger - Director

23 September 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

S Edgeworth

S Fukasawa

G Pillinger

H Jinza

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

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

ON BEHALF OF THE BOARD:

G Pillinger - Director

23 September 2025

Opinion

We have audited the financial statements of Audience Systems Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery, employment law and company legislation, and we

considered the extent to which non-compliance might have a material effect on the financial statements of the

Company. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and taxation legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure, and management bias in accounting estimates and judgemental areas of the financial statements. Audit procedures performed by the audit engagement team included:

-

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

-

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

-

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

-

Reviewing Board of Directors minutes;

-

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

-

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

-

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

-

Identifying and testing journal entries, in particular any journal entries with fraud characteristics

There are inherent limitations in the audit procedures described above and the further removed non-compliance with

laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Martin Longmore (Senior Statutory Auditor)

for and on behalf of Sumer Auditco Limited

Statutory Auditor

Chartered Accountants

Lennox House

3 Pierrepont Street

Bath

Somerset

BA1 1LB

24 September 2025

TURNOVER

5

15,847,167

14,186,184

Cost of sales

10,487,514

9,449,220

GROSS PROFIT

5,359,653

4,736,964

Distribution costs

701,352

675,365

Administrative expenses

3,769,577

3,546,777

4,470,929

4,222,142

OPERATING PROFIT

7

888,724

514,822

Interest payable and similar expenses

8

143

7,958

PROFIT BEFORE TAXATION

888,581

506,864

Tax on profit

9

239,417

13,929

PROFIT FOR THE FINANCIAL YEAR

649,164

492,935

Profit attributable to:

Owners of the parent

649,164

492,935

PROFIT FOR THE YEAR

649,164

492,935

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

649,164

492,935

Total comprehensive income attributable to:

Owners of the parent

649,164

492,935

FIXED ASSETS

Intangible assets

11

396,974

437,321

Tangible assets

12

975,537

953,004

Investments

13

-

-

1,372,511

1,390,325

CURRENT ASSETS

Stocks

14

1,531,096

1,441,934

Debtors

15

4,880,826

4,798,143

Cash at bank and in hand

775,458

1,243,817

7,187,380

7,483,894

CREDITORS

Amounts falling due within one year

16

3,100,192

4,211,669

NET CURRENT ASSETS

4,087,188

3,272,225

TOTAL ASSETS LESS CURRENT LIABILITIES

5,459,699

4,662,550

PROVISIONS FOR LIABILITIES

19

147,985

-

NET ASSETS

5,311,714

4,662,550

CAPITAL AND RESERVES

Called up share capital

20

3,011,871

3,011,871

Revaluation reserve

21

169,282

169,282

Retained earnings

21

2,130,561

1,481,397

SHAREHOLDERS' FUNDS

5,311,714

4,662,550

The financial statements were approved by the Board of Directors and authorised for issue on 23 September 2025 and were signed on its behalf by:

G Pillinger - Director

FIXED ASSETS

Intangible assets

11

396,974

437,321

Tangible assets

12

966,964

941,574

Investments

13

12,000

12,000

1,375,938

1,390,895

CURRENT ASSETS

Stocks

14

1,428,966

1,367,259

Debtors

15

4,786,253

4,922,335

Cash at bank and in hand

721,013

1,197,345

6,936,232

7,486,939

CREDITORS

Amounts falling due within one year

16

2,803,530

4,074,735

NET CURRENT ASSETS

4,132,702

3,412,204

TOTAL ASSETS LESS CURRENT LIABILITIES

5,508,640

4,803,099

PROVISIONS FOR LIABILITIES

19

152,722

-

NET ASSETS

5,355,918

4,803,099

CAPITAL AND RESERVES

Called up share capital

20

3,011,871

3,011,871

Revaluation reserve

21

169,282

169,282

Retained earnings

21

2,174,765

1,621,946

SHAREHOLDERS' FUNDS

5,355,918

4,803,099

Company's profit for the financial year

552,819

452,398

The financial statements were approved by the Board of Directors and authorised for issue on 23 September 2025 and were signed on its behalf by:

G Pillinger - Director

Called up

share

Retained

Revaluation

capital

earnings

reserve

£

£

£

Balance at 1 January 2023

3,011,871

988,462

169,282

Changes in equity

Total comprehensive income

-

492,935

-

Balance at 31 December 2023

3,011,871

1,481,397

169,282

Changes in equity

Total comprehensive income

-

649,164

-

Balance at 31 December 2024

3,011,871

2,130,561

169,282

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 January 2023

4,169,615

-

4,169,615

Changes in equity

Total comprehensive income

492,935

-

492,935

Balance at 31 December 2023

4,662,550

-

4,662,550

Changes in equity

Total comprehensive income

649,164

-

649,164

Balance at 31 December 2024

5,311,714

-

5,311,714

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2023

3,011,871

1,169,548

169,282

4,350,701

Changes in equity

Total comprehensive income

-

452,398

-

452,398

Balance at 31 December 2023

3,011,871

1,621,946

169,282

4,803,099

Changes in equity

Total comprehensive income

-

552,819

-

552,819

Balance at 31 December 2024

3,011,871

2,174,765

169,282

5,355,918

Cash flows from operating activities

Cash generated from operations

1

(265,981

)

749,692

Interest paid

(143

)

(7,958

)

Net cash from operating activities

(266,124

)

741,734

Cash flows from investing activities

Purchase of intangible fixed assets

-

(32,999

)

Purchase of tangible fixed assets

(208,235

)

(191,409

)

Sale of tangible fixed assets

6,000

3,567

Net cash from investing activities

(202,235

)

(220,841

)

(Decrease)/increase in cash and cash equivalents

(468,359

)

520,893

Cash and cash equivalents at beginning of year

2

1,243,817

722,924

Cash and cash equivalents at end of year

2

775,458

1,243,817

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit before taxation

888,581

506,864

Depreciation charges

224,019

222,774

Profit on disposal of fixed assets

(3,969

)

-

(Decrease)/Increase in deferred income

(60,473

)

(139,400

)

Finance costs

143

7,958

1,048,301

598,196

(Increase)/decrease in stocks

(89,162

)

1,155,901

(Increase)/decrease in trade and other debtors

(131,560

)

1,744,727

Decrease in trade and other creditors

(1,093,560

)

(2,749,132

)

Cash generated from operations

(265,981

)

749,692

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

775,458

1,243,817

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

1,243,817

722,924

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

1,243,817

(468,359

)

775,458

1,243,817

(468,359

)

775,458

Total

1,243,817

(468,359

)

775,458

1.	STATUTORY INFORMATION

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

2.	STATEMENT OF COMPLIANCE

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

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The principal accounting policies applied in the preparation of these financial statements are set out below.

These policies have been consistently applied to all the years presented, unless otherwise stated.

Functional and presentation currency

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

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services

provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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

Intangible assets

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

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

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

Software

25% straight line

Development costs

33% straight line

Other software

10% straight line

Trademarks

5% straight line

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

Leasehold land and buildings

Over remaining life of the lease

Plant and equipment

25% reducing balance

Tooling

10% straight line

Fixtures and fittings

25% reducing balance

Computer equipment

Straight line over 4 years

Motor vehicles

25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement

cost, adjusted where applicable for any loss of service potential.

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

over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.