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Ring Automotive Limited
Registered number: 05305131
Annual report and
financial statements
For the year ended 31 December 2024
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RING AUTOMOTIVE LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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S.A. Carrer Pintor Sorolla 2-4
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Credit Agricole d'lle-de-France - Banque et Assurances
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RING AUTOMOTIVE LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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RING AUTOMOTIVE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their Strategic Report for the year ended 31 December 2024.
The Directors are pleased to report a profit of £2,664,000 after tax in the year ended 31 December 2024 (2023 - £1,147,000). The business continued to invest in products, services and operational efficiency activities. Due to the uncertain economic environment the Company managed its discretionary spend carefully during the year.
The business continued to adopt high levels of flexibility in the period with respect to its people and working practices and will continue to review these periodically. The Directors have maintained a strong focus on the people strategy through the period and remain confident that the business provides an environment which challenges and develops its people.
In turn, the Directors remain confident that through continued focus on the core values of; One-team, Customer Focus, Passion and Respect the business will continue to produce high quality products & services which enhance the experience of its end users and ultimately make their journeys safer.
Outlook
The Directors remain confident that the strategic plans in place will ensure that the RING business continues to thrive and fulfil its financial plans over the coming years.
As an expert in automotive bulbs both RING and ams-OSRAM ensure that their products are compliant and produced to the highest standards. Testing of whole market bulbs is also part of the ongoing practice to ensure that the end users can be confident in the quality and regulation of their products.
The ongoing challenges in the Suez Canal continues to impact the world economically. The impact on the RING business continues to be primarily linked to increases in product and freight costs associated with a reduction in global capacity and changes in shipping routes , which seems to have improved since the year end in terms of both cost and capacity.
The Directors expect a continued degree of cost uncertainty in the coming year but remain confident that the experienced and skilled team in the UK complemented by the ams-OSRAM network globally are well placed to ensure that the cost base is managed optimally.
The Directors continue to monitor global events closely and operate with a high degree of agility enabling quick decision making to ensure the business is protected to the best extent possible.
Principal risks and uncertainties
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The business transacts in multiple currencies leading to some risk and uncertainty derived from the movement in foreign currency rates. As a result of the international nature of the Company a level of natural hedge does exist.
To protect the Company from the balance of risk some of the remaining exposure is bought through forward contracts to ensure a degree of visibility exists, the process of forward contract purchase is steered consistently by the internal policy which remains in place.
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RING AUTOMOTIVE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Board of Directors of Ring Automotive Limited consider that both individually and together for the year ended 31 December 2024 they have acted in the way they consider, in good faith, would be the most likely to promote the success of the Company for the benefit of its members as a whole and having regard to the matters set out in s172 (1)(a-f) as below:
a) The likely consequences of any decision in the long term;
b) The interests of the Company's employees;
c) The need to foster the Company's business relationships with suppliers, customers and others;
d) The impact of the Company's operations on the community and the environment;
e) The desirability of the Company maintaining a reputation for high standards of business conduct; and
f) The need to act fairly between members of the Company.
The Directors make decisions by taking their legal duty into account and also the priorities and requirements of the stakeholders. The following paragraphs summarise how the Directors fulfil their duty to promote the success of the Company.
a) The likely consequences of any decision in the long term
The Directors have regard to the likely consequences of their decisions on the long term objectives and sustainability of the Company, its stakeholders and the community whilst also preserving its values and culture. With this in mind, when a dividend is proposed it is important to confirm the availability of distributable reserves whilst also considering cash requirements for future investment and without prejudicing the position of other creditors. We are a business built on our standards and reputation and would not take a decision which would have a detrimental impact on this whether in the short term or the long term.
b) The interests of the Company's employees
Our employees are key to the success of the Company, we appreciate the value of diversity within our employee base and it is very important that they have the right attitude and the drive to create ideas and set high standards. The Directors and Leadership Team have regular discussions with employees to promote the success of the business and its objectives. The Directors make an effort to see all employees, which gives them the opportunity to hear their ideas and see first-hand where any improvements can be made.
c) The need to foster the Company's business relationships with suppliers, customers and others
We carry out our business with similar-minded organisations and individuals who we can forge strong and lasting partnerships, which is important for our long term success. The value of these relationships are not underestimated by the Company or the Group.
d) The impact of the Company's operations on the community and the environment
We are proud to be part of the local and wider communities. It is our aim to create opportunities to recruit and develop local people and to understand the local issues that are important to the community and what we can do to support it.
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RING AUTOMOTIVE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
e) The desirability of the Company maintaining a reputation for high standards of business conduct
All employees have easy access to our Operating Procedures and Codes of Conduct and understand the requirement for them to comply with the Company's high standards of business conduct at all times. Any issues of non-compliance with any of our policies can be dealt with in confidence.
f) The need to act fairly between members of the Company
The company aims to act with integrity and courtesy in all its business relationships and will consider all members and stakeholders when making decisions for the overall good of the Company.
This report was approved by the board on 29 September 2025 and signed on its behalf.
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RING AUTOMOTIVE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the Directors' Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 for the Company's financial statements and then apply them consistently;
∙make judgments 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; and
∙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 to 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.
The Company's principal activity during the period was the distribution of automotive products and accessories.
The profit for the year, after taxation, amounted to £2,664,000 (2023 - £1,147,000).
During the period the Company has not declared dividends (2023: £Nil).
Financial position
The net assets for the period amounted to £17,391,000 (As restated (See note 23) 2023: £14,727,000).
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RING AUTOMOTIVE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors who served during the year were:
A Gratton (resigned 21 August 2025)
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Going concern
The Company's business activities, together with the factors likely to affect its future development, performance and position are presented in the Strategic report on pages 1 - 3. The Directors have concluded that the Company has adequate resources to continue to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements. Therefore, the Directors are satisfied they have a reasonable basis upon which to conclude that it remains appropriate to prepare the financial statements on a going concern basis.
Charitable donations made by the Company during the period amounted to £Nil (2023: £Nil). There were no political donations.
Qualifying third party indemnity provisions
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As permitted by the Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial period and is currently in force. The Company also purchased and maintained throughout the financial period Directors and Officers liability insurance in respect of itself and its Directors.
UK Streamlined Energy and Carbon Reporting ("SECR")
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In accordance with SECR requirements, the following table provides a summary of GHG emissions and energy data for the Company for the year ended 31 December 2024.
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Total energy consumption (MWh)
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GHG Emissions (Scope1 and 2) (tonnes CO2e)
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Emissions per employee, based on average employees
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Carbon emissions are calculated in line with GHG Protocol Standards, using local market actual or estimated data sources from invoices, direct data measurement and estimations. Scope 2 emissions are reported using the location-based methodology.
The UK government produces conversion factors for greenhouse gas reporting. These conversion factors have been used to convert energy consumption into the equivalent carbon emissions.
The Company understands the importance of acting now to safeguard the environment, not only locally, but globally. The Group aspires to effectively utilise environmentally sound and sustainable methods throughout the life cycle of our products by facilitating continual improvement in all aspects of the business. The key goal is to improve energy efficiency and reduce carbon footprint.
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RING AUTOMOTIVE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Matters covered in the Strategic Report
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Certain information not shown in the Directors' Report is shown in the Strategic Report on page 1-3 instead in accordance with Section 414(11) of the Companies Act 2006. This includes a business review, future developments and principal risks and uncertainties.
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 29 September 2025 and signed on its behalf.
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RING AUTOMOTIVE LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RING AUTOMOTIVE LIMITED
Opinion
We have audited the financial statements of Ring Automotive Limited (the ‘Company’) for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the 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 FRS 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 December 2024 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 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 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 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.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are 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.
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RING AUTOMOTIVE LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RING AUTOMOTIVE LIMITED
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 the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In 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 Directors' 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 directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
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RING AUTOMOTIVE LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RING AUTOMOTIVE LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 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 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 intend either to liquidate the Company or to cease operations, or have 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: UK tax legislation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as VAT regulations, PAYE regulation and the Companies Act 2006.
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RING AUTOMOTIVE LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RING AUTOMOTIVE LIMITED
In addition, we evaluated the directors' and 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 manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to, revenue recognition (which we pinpointed to the cut-off assertion) and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 auditor’s report.
Use of the audit 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 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.
Ashley Barraclough (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
5th Floor
3 Wellington Place
Leeds
LS1 4AP
29 September 2025
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RING AUTOMOTIVE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Exceptional administrative items
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial year
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There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.
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There was no other comprehensive income for 2024 (2023: £NIL).
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The notes on pages 15 to 34 form part of these financial statements.
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RING AUTOMOTIVE LIMITED
REGISTERED NUMBER: 05305131
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.
The notes on pages 15 to 34 form part of these financial statements.
Please see note 23 for further details of the prior year adjustment.
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RING AUTOMOTIVE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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At 1 January 2024 (as previously stated)
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At 1 January 2024 (as restated)
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 15 to 34 form part of these financial statements.
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Please see note 23 for further details of the prior year adjustment.
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RING AUTOMOTIVE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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At 1 January 2023 (as previously stated)
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At 1 January 2023 (as restated)
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Comprehensive income for the year
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Total comprehensive income for the year
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At 31 December 2023 (as restated)
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The notes on pages 15 to 34 form part of these financial statements.
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RING AUTOMOTIVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Ring Automotive Limited is a private Company, limited by shares and registered in England and Wales with registered number 05305131. The address of its registered office is Volvox House, Gelderd Road, Leeds, LS12 6NA.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the 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 Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of ams AG as at 31 December 2024 and these financial statements may be obtained from ams AG, Tobelbader Strasse 30, 8141 Premstaetten, Austria.
The Company's business activities, together with the factors likely to affect its future development, performance and position are presented in the Strategic report on pages 1 - 3. The Directors have concluded that the Company has adequate resources to continue to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements. Therefore, the Directors are satisfied they have a reasonable basis upon which to conclude that it remains appropriate to prepare the financial statements on a going concern basis.
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RING AUTOMOTIVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest £'000.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Sale of goods
Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of turnover can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
On initial recognition of an operating lease, the entity recognises a provision for the expected cost to return the property to its original condition at the end of the lease. These costs are capitalised as leasehold improvements asset and depreciated over the lower of 5 years or the lease term.
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RING AUTOMOTIVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
- 17 -
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RING AUTOMOTIVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
- 18 -
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RING AUTOMOTIVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Comprehensive Income over its useful economic life of 20 years.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
- 19 -
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RING AUTOMOTIVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
- 20 -
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RING AUTOMOTIVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Company's Statement of Financial Position 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
- 21 -
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RING AUTOMOTIVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
- 22 -
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RING AUTOMOTIVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In applying the accounting policies, the Directors are required to make judgements, estimates and assumptions affecting the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates and assumptions.
An estimate or judgement may be considered critical if it involves matters that are highly uncertain or where different estimation methods could reasonably have been used, or if changes in the estimate that would have a material impact on the Company's results are likely to occur form period to period. The Directors do not consider any of the judgements or estimates required when preparing the Company's financial statements to be critical.
The Company has applied the temporary mandatory exemption to recognising and disclosing information about deferred tax assets and liabilities in relation to temporary differences arising from the implementation of Pillar 2 legislation in accordance with the FRC amendments to FRS 102. The Company has also chosen to apply the Pillar 2 disclosure exemption as equivalent disclosures are included in the ams Osram consolidated financial statements.
Analysis of turnover by country of destination:
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The operating profit is stated after charging/(crediting):
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Depreciation of tangible fixed assets
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Amortisation of intangible assets, including goodwill
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Other operating lease rentals
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Hire of plant, equipment and vehicles under operating leases
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Other operating pension costs
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Profit on disposal of intangible assets
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- 23 -
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RING AUTOMOTIVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Profit on sale of intangible assets
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Settlement and associated costs
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During the year, the Company obtained the following services from the Company's auditors:
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Fees payable to the Company's for the audit of the Company's financial statements
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Fees payable to the Company's in respect of:
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Distribution and production
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- 24 -
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RING AUTOMOTIVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 2 directors (2023 - 3) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £215,770 (2023 - £201,000).
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The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £17,000 (2023 - £14,000).
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The total accrued pension provision of the highest paid director at 31 December 2024 amounted to £1,435 (2023 - £1,380).
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Interest receivable from group companies
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Interest payable and similar expenses
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Loans from group undertakings
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- 25 -
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RING AUTOMOTIVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustment in respect of prior periods
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- 26 -
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RING AUTOMOTIVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
12.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Adjustments to tax charge in respect of prior periods
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Adjustments to tax charge in respect of prior periods - Deferred tax
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Non-Qualifying depreciation
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Other differences leading to an increase (decrease) in the tax charge
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
- 27 -
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RING AUTOMOTIVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
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RING AUTOMOTIVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Finished goods and goods for resale
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Inventories are stated after provisions for impairment of £1,299,000 (2023: £1,192,000), the cost of stock is considered to be equal to the replacement cost.
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- 29 -
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RING AUTOMOTIVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Amounts owed by group undertakings
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Prepayments and accrued income
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The amounts owed by group undertakings are unsecured, non-interest bearing and have no fixed repayment date.
Please see note 23 for further details of the prior year adjustment.
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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The amounts owed to group undertakings are unsecured, interest bearing at 1.56% and have no fixed repayment date.
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- 30 -
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RING AUTOMOTIVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charged to profit or loss
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Charged to other comprehensive income
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At the 1 January 2023 the deferred taxation amount was previously stated as a deferred tax liability of £22k.
At the 31 December 2023 the deferred taxation amount was previously stated as a deferred tax liability of £24k.
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The deferred tax balance is made up as follows:
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Fixed asset timing differences
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Short term timing differences trade
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Asset - due within one year
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Please see note 23 for further details of the prior year adjustment.
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- 31 -
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RING AUTOMOTIVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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At 1 January 2024 (As restated)
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Charged to profit or loss - increase in provision
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Please see note 23 for further details of the prior year adjustment.
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Allotted, called up and fully paid
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1,000 (2023 - 1,000) Ordinary shares of £1.00 each
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63 (2023 - 63) Ordinary B shares of £1.00 each
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126 (2023 - 126) Ordinary C shares of £1.00 each
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63 (2023 - 63) Ordinary D shares of £1.00 each
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All shares hold the right to receive notice of, attend and vote at any general meeting. All shares hold the right to receive dividends. The shares are not redeemable.
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Profit and loss account
This reserve represents the cumulative profits and losses of the Company less dividends.
- 32 -
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RING AUTOMOTIVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company had not previously recognised a dilapidations provision in its financial statements in terms of the operating leases with their landlords. Due to a change in circumstances, the Directors reviewed the historic accounting for the operating leases and identified that a dilapidation provision was not recognised for the Company's operating leases in the prior periods.
The Company has therefore recognised a prior year adjustment relating to the dilapidation provision. With reference to the timing of the dilapidation of the buildings the provision has been recognised by adjusting the opening balance sheet position at 1 January 2023. The financial impact of the provision is to reduce the opening profit and loss reserves at 1 January 2023 by £1,900,000 with a corresponding increase in the dilapidations provision. The tax impact of the provision recognition has been accounted for by increasing the deferred taxation asset and opening profit and loss reserves by £475,000 at 1 January 2023. The prior year adjustment does not impact the 31 December 2024 financial statements.
The correction has been applied retrospectively by recognising a provision and a corresponding leasehold improvement asset. The leasehold improvement asset was fully depreciated at 1 January 2023.
Ring Automotive Limited operates defined contribution pension schemes. The assets of the schemes are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £258,000 (2023: £233,000). Contributions totalling £27,835 (2023: £29,000) were payable to the fund at the Balance Sheet date and are included in other creditors.
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Commitments under operating leases
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At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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26.Other financial commitments
Forward currency contracts
At the end of the year, the Company had forward foreign currency purchase commitments that had not been matched against specific liabilities at that date amounting to £5,583,341 (2023: £5,209,947). The Company does not hold forward foreign currency sales contracts (2023: £Nil).
- 33 -
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RING AUTOMOTIVE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Related party transactions
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The Company has taken advantage of the exemption available in section 33 of FRS 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland.
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The immediate parent company is Osram Limited and the ultimate parent undertaking is amsOSRAM AG, incorporated in Austria. ams-OSRAM AG is the only group undertaking of which the company is a member for which group accounts are published. Copies of the group accounts are available on the internet at:
https://ams-osram.com /about-us/investor -relations/financial -results-and-reports
Or they can be obtained from: ams-OSRAM AG, Tobelbader Strasse 30, 8141 Premstaetten, Austria.
- 34 -
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