Registration number:
LUMESCA Group Limited
for the Year Ended 31 December 2024
LUMESCA Group Limited
Contents
|
Company Information |
|
|
Strategic Report |
|
|
Directors' Report |
|
|
Statement of Directors' Responsibilities |
|
|
Independent Auditor's Report |
|
|
Consolidated Profit and Loss Account |
|
|
Consolidated Statement of Comprehensive Income |
|
|
Consolidated Balance Sheet |
|
|
Balance Sheet |
|
|
Consolidated Statement of Changes in Equity |
|
|
Statement of Changes in Equity |
|
|
Consolidated Statement of Cash Flows |
|
|
Statement of Cash Flows |
|
|
Notes to the Financial Statements |
LUMESCA Group Limited
Company Information
|
Directors |
S M Prais G I Clements M Ruder |
|
Company secretary |
G I Clements |
|
Registered office |
|
|
Auditors |
|
LUMESCA Group Limited
Strategic Report for the Year Ended 31 December 2024
The directors present their strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of the group is the distribution and development of products, software and services to the digital imaging and graphics markets including the photographic, video, design and printing industries.
Fair review of the business
The results of the company for the year ended 31 December 2024 are as disclosed in the attached financial statements.
The global market continued to face significant challenges during 2024, with ongoing economic uncertainties, inflationary pressures, and fluctuating demand patterns affecting many industries, including our own. Despite this backdrop, LUMESCA has shown encouraging signs of improvement in trading performance compared with the prior year, reflecting the resilience of our team, the strength of our customer relationships, and the adaptability of our operations.
Our proactive approach to managing risks, prudent financial planning, and targeted investment in innovation have enabled us to make progress against our strategic objectives. While uncertainty remains a defining feature of the current economic climate, we are encouraged by the improvements achieved during the year and remain committed to building on this momentum.
Nevertheless, the business continues to face cost pressures, particularly from rising operational expenses, which remain a challenge to profitability. To address these, we have maintained a disciplined focus on efficiency, carefully balancing cost management with the need to invest for future growth.
The organisational changes undertaken in the prior year have positioned us more effectively for long-term sustainability. Our ongoing priority is to return to consistent profitability by leveraging our market knowledge, strengthening our product offering, and remaining agile in response to evolving market dynamics.
We remain confident in the underlying fundamentals of the business and our ability to deliver sustainable value for stakeholders in the years ahead.
Principal risks and uncertainties
The principal risks and uncertainties facing the company are set out below. The directors feel that the company has a good mix of business activities, and is well-balanced to handle the risks and uncertainties that it may face.
In the fast-evolving digital landscape, technological changes present both opportunities and challenges for LUMESCA Group Limited. Rapid advancements in technology can disrupt our existing business models, necessitating constant innovation to stay competitive. Failure to anticipate and embrace emerging technologies could lead to loss of market share and decreased operational efficiency. As a proactive measure, we prioritize investments in research and development, promoting a culture of continuous learning and adapting our products and services to align with evolving customer expectations. We remain vigilant about monitoring industry trends and maintaining strategic partnerships to leverage technological innovations and ensure sustainable growth.
LUMESCA Group Limited recognises the inherent risk associated with significant debtor balances, despite having debtor insurance in place for credit protection. Economic uncertainties and market fluctuations can impact customers' ability to meet payment obligations, leading to potential credit exposure. To address this, we diligently monitor credit risks, maintain sound credit policies, and collaborate with insurers to align our coverage with risk tolerance. Our risk management strategy emphasizes proactive communication with customers, robust provisions for bad debts, and prudent financial management to protect stakeholders' interests.
LUMESCA Group Limited
Strategic Report for the Year Ended 31 December 2024 (continued)
LUMESCA Group Limited operates in a global market, and as such, we are exposed to currency movements that may impact our financial performance and results. Fluctuations in foreign exchange rates can influence our revenues, costs, and profitability, potentially affecting the overall financial health of the company. To mitigate this risk, we employ comprehensive currency risk management strategies, including hedging and monitoring mechanisms. However, unpredictable and significant currency fluctuations remain an inherent risk that demands continuous monitoring and adaptability to safeguard our financial position and optimize shareholder value.
At LUMESCA Group Limited, we recognise the critical importance of safeguarding sensitive data and protecting our stakeholders' privacy. As we leverage technology to streamline operations and deliver exceptional customer experiences, the risk of data breaches and cyber-attacks becomes increasingly pronounced. We have implemented robust data security measures, including firewalls, encryption, and access controls, to fortify our systems against unauthorized access and data breaches. Additionally, our teams undergo regular cybersecurity training to enhance awareness and response capabilities. Despite our vigilance, the evolving threat landscape demands ongoing diligence and investment in advanced cybersecurity solutions to ensure the confidentiality, integrity, and availability of our data assets.
Section 172(1) statement
The directors of the company have paid due regard to their responsibilities under Section 172(1) of the Companies Act 2006 in so much as producing budgets and forecasts which consider any long term consequences of any decision and the potential impact on the community and environment.
Employees are consulted regularly to ensure the impact of any decisions made are considered thus promoting fairness between the members of the company.
All business relationships are closely monitored by the directors and as such the company maintains a reputation for high standards of business conduct.
Approved by the
|
......................................... |
......................................... |
LUMESCA Group Limited
Directors' Report for the Year Ended 31 December 2024
The directors present their report and the for the year ended 31 December 2024.
Directors of the group
The directors who held office during the year were as follows:
Employment of disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of a member of staff becoming disabled, every effort is made to ensure that their employment with the company continues and that appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical with that of other employees.
Employee involvement
The company values the involvement of its employees and has continued its previous practice of keeping them informed on matters affecting them as employees, and of the various factors affecting the performance of the company. This is achieved through formal and informal meetings and through the posting of company notices. Employee representatives are consulted regularly on a wide range of matters affecting their current and future interests.
Going concern
The financial statements have been prepared on the going concern basis. In adopting the going concern basis for preparing the financial statements, the Directors have prepared cash flow forecasts for a period of 14 months from the date of approval of these financial statements, which indicate, that taking account of reasonably possible downsides, the company will have sufficient funds to meet its liabilities as they fall due for that period.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
The auditors Bissell & Brown Midlands Ltd are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Approved by the
|
......................................... |
......................................... |
LUMESCA Group Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual 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 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 group and the company 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 apply them consistently; |
|
• |
make judgements and accounting estimates that are reasonable and prudent; |
|
• |
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
LUMESCA Group Limited
Independent Auditor's Report to the Members of LUMESCA Group Limited
Opinion
We have audited the financial statements of LUMESCA Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
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 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
|
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
LUMESCA Group Limited
Independent Auditor's Report to the Members of LUMESCA Group Limited (continued)
Matters on which we are required to report by exception
In the light of our 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 and the Directors' Report.
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 5], 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 either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor 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.
Capability of the audit in detecting irregularities, including fraud
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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
|
Based on our understanding of the Company and its industry, we identified that the principal risks of non-compliance with laws and regulations related to breaches of UK and European regulatory principles, 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 financial statements of the Company, such as the Companies Act 2006 and UK tax legislation and equivalent local laws and regulations applicable to in-scope components. |
|
|
We have also 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 are related to management bias in accounting estimates and judgemental areas of the financial statements. |
|
|
Audit procedures performed by the engagement team included: |
|
|
• |
discussions with the Board of Directors and management, regarding consideration of known or suspected instances of non-compliance with laws and regulation and fraud |
|
• |
evaluation and testing of the operating effectiveness of management's controls designed to prevent and detect irregularities; |
|
• |
reviewing relevant meeting minutes including those of the Board of Directors; |
|
• |
identifying and testing journal entries based on risk criteria; |
LUMESCA Group Limited
Independent Auditor's Report to the Members of LUMESCA Group Limited (continued)
|
We designed our audit procedures to incorporate unpredictability around the nature, timing or extent of our testing; and testing transactions entered into outside of the normal course of the Company's business specifically in respect of acquisitions and disposals.
|
|
|
• |
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; |
|
• |
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control; |
|
• |
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. |
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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 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.
......................................
For and on behalf of
Charter House
56 High Street
West Midlands
B72 1UJ
LUMESCA Group Limited
Consolidated Profit and Loss Account for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
|
|
|
|
Other operating income |
( |
- |
|
|
Operating loss |
( |
( |
|
|
Other interest receivable and similar income |
( |
( |
|
|
Interest payable and similar expenses |
|
|
|
|
(61,992) |
(29,125) |
||
|
Loss before tax |
( |
( |
|
|
Tax on loss |
(151,175) |
215,556 |
|
|
Loss for the financial year |
( |
( |
|
|
Profit/(loss) attributable to: |
|||
|
Owners of the company |
( |
( |
The group has no recognised gains or losses for the year other than the results above.
LUMESCA Group Limited
Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2024
|
2024 |
2023 |
|
|
Loss for the year |
( |
( |
|
Surplus on property, plant and equipment revaluation |
- |
|
|
Total comprehensive income for the year |
( |
( |
|
Total comprehensive income attributable to: |
||
|
Owners of the company |
( |
( |
LUMESCA Group Limited
(Registration number: 02850281)
Consolidated Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
- |
|
|
Tangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current (liabilities)/assets |
( |
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
|
|
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
8,000 |
8,000 |
|
|
Capital redemption reserve |
32,000 |
32,000 |
|
|
Revaluation reserve |
232,343 |
232,343 |
|
|
Merger reserve |
315,455 |
315,455 |
|
|
Retained earnings |
172,718 |
537,851 |
|
|
Equity attributable to owners of the company |
760,516 |
1,125,649 |
|
|
Shareholders' funds |
760,516 |
1,125,649 |
Approved and authorised by the
|
......................................... |
......................................... |
LUMESCA Group Limited
(Registration number: 02850281)
Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
- |
|
|
Tangible assets |
|
|
|
|
Investments |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
|
|
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
8,000 |
8,000 |
|
|
Capital redemption reserve |
32,000 |
32,000 |
|
|
Revaluation reserve |
232,343 |
232,343 |
|
|
Retained earnings |
532,687 |
1,017,683 |
|
|
Shareholders' funds |
805,030 |
1,290,026 |
The company made a loss after tax for the financial year of £423,796 (2023 - loss of £381,703).
Approved and authorised by the
|
......................................... |
......................................... |
LUMESCA Group Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company
|
Share capital |
Capital redemption reserve |
Revaluation reserve |
Merger reserve |
Retained earnings |
Total |
Total equity |
|
|
At 1 January 2023 |
|
|
- |
|
|
|
|
|
Loss for the year |
- |
- |
- |
- |
( |
( |
( |
|
Other comprehensive income |
- |
- |
|
- |
- |
|
|
|
Total comprehensive income |
- |
- |
|
- |
( |
( |
( |
|
Dividends |
- |
- |
- |
- |
( |
( |
( |
|
At 31 December 2023 |
8,000 |
32,000 |
232,343 |
315,455 |
537,851 |
1,125,649 |
1,125,649 |
|
Share capital |
Capital redemption reserve |
Revaluation reserve |
Merger reserve |
Retained earnings |
Total |
Total equity |
|
|
At 1 January 2024 |
|
|
|
|
|
|
|
|
Loss for the year |
- |
- |
- |
- |
( |
( |
( |
|
Dividends |
- |
- |
- |
- |
( |
( |
( |
|
At 31 December 2024 |
|
|
|
|
|
|
|
LUMESCA Group Limited
Statement of Changes in Equity for the Year Ended 31 December 2024
|
Share capital |
Capital redemption reserve |
Revaluation reserve |
Retained earnings |
Total |
|
|
At 1 January 2023 |
|
|
- |
|
|
|
Loss for the year |
- |
- |
- |
( |
( |
|
Other comprehensive income |
- |
- |
|
- |
|
|
Total comprehensive income |
- |
- |
|
( |
( |
|
Dividends |
- |
- |
- |
( |
( |
|
At 31 December 2023 |
8,000 |
32,000 |
232,343 |
1,017,683 |
1,290,026 |
|
Share capital |
Capital redemption reserve |
Revaluation reserve |
Retained earnings |
Total |
|
|
At 1 January 2024 |
|
|
|
|
|
|
Loss for the year |
- |
- |
- |
( |
( |
|
Dividends |
- |
- |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
|
|
LUMESCA Group Limited
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Consolidation foreign exchange |
( |
|
|
|
Profit on disposal of tangible assets |
( |
- |
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
( |
|
|
( |
( |
||
|
Working capital adjustments |
|||
|
(Increase)/decrease in stocks |
( |
|
|
|
(Increase)/decrease in trade debtors |
( |
|
|
|
Increase/(decrease) in trade creditors |
|
( |
|
|
Cash generated from operations |
( |
( |
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
( |
( |
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
- |
|
|
Acquisition of intangible assets |
( |
- |
|
|
Net cash flows from investing activities |
|
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from bank borrowing draw downs |
( |
( |
|
|
Repayment of other borrowing |
|
|
|
|
Payments to finance lease creditors |
( |
( |
|
|
Dividends paid |
( |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net decrease in cash and cash equivalents |
( |
( |
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Cash and cash equivalents at 31 December |
151,004 |
170,836 |
|
LUMESCA Group Limited
Statement of Cash Flows for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Profit on disposal of tangible assets |
( |
- |
|
|
Finance income |
( |
- |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
( |
|
|
|
( |
||
|
Working capital adjustments |
|||
|
(Increase)/decrease in stocks |
( |
|
|
|
(Increase)/decrease in trade debtors |
( |
|
|
|
Increase/(decrease) in trade creditors |
|
( |
|
|
Net cash flow from operating activities |
( |
( |
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
- |
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
- |
|
|
Acquisition of intangible assets |
( |
- |
|
|
Net cash flows from investing activities |
|
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from bank borrowing draw downs |
( |
( |
|
|
Repayment of other borrowing |
|
|
|
|
Payments to finance lease creditors |
( |
( |
|
|
Dividends paid |
( |
( |
|
|
Net cash flows from financing activities |
|
( |
|
|
Net decrease in cash and cash equivalents |
( |
( |
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Cash and cash equivalents at 31 December |
134,207 |
165,178 |
|
LUMESCA Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
General information |
The company is a private company limited by share capital, incorporated in England & Wales.
The address of its registered office is:
United Kingdom
These financial statements were authorised for issue by the
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
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.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
LUMESCA Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The financial statements have been prepared on the going concern basis. In adopting the going concern basis for preparing the financial statements, the Directors have prepared cash flow forecasts for a period of 14 months from the date of approval of these financial statements, which indicate, that taking account of reasonably possible downsides, the company will have sufficient funds to meet its liabilities as they fall due for that period.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.
Foreign currency transactions and balances
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
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 group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used.
LUMESCA Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Leasehold improvements |
Straight line over the life of the lease |
|
Computer & fixtures |
25% to 33% straight line basis |
|
Freehold buildings |
Market value |
|
Integral freehold improvements |
25 years straight line basis |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
LUMESCA Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.
Rental equipment is shown within closing stock and is stated at the lower of cost and net realisable value.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
LUMESCA Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
2 |
Accounting policies (continued) |
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Financial instruments
Classification
Trade debtors which are receivable within one year and which do not constitute a financing transaction are initially measured at the transaction price. Trade debtors are subsequently measured at amortised cost, being the transaction price less any amounts settled and any impairment losses.
Where the arrangement with a trade debtor constitutes a financing transaction, the debtor is initially and subsequently measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.
A provision for impairment of trade debtors is established when there is objective evidence that the amounts due will not be collected according to the original terms of the contract. Impairment losses are recognised in profit or loss for the excess of the carrying value of the trade debtor over the present value of the future cash flows discounted using the original effective interest rate. Subsequent reversals of an impairment loss that objectively relate to an event occurring after the impairment loss was recognised, are recognised immediately in profit or loss.
Recognition and measurement
Trade creditors
Trade creditors payable within one year that do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled.
Where the arrangement with a trade creditor constitutes a financing transaction, the creditor is initially and subsequently measured at the present value of future payments discounted at a market rate of interest for a similar instrument.
Borrowings
Borrowings are initially recognised at the transaction price, including transaction costs, and subsequently measured at amortised cost using the effective interest method. Interest expense is recognised on the basis of the effective interest method and is included in interest payable and other similar charges.
Commitments to receive a loan are measured at cost less impairment.
Impairment
LUMESCA Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Turnover |
The analysis of the group's Turnover for the year from continuing operations is as follows:
|
2024 |
2023 |
|
|
Sale of goods |
|
|
|
Rendering of services |
|
|
|
Rental product income |
|
|
|
|
|
The analysis of the group's Turnover for the year by market is as follows:
|
2024 |
2023 |
|
|
UK |
|
|
|
Europe |
|
|
|
Rest of world |
|
|
|
|
|
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2024 |
2023 |
|
|
Miscellaneous other operating income |
|
- |
|
Operating loss |
Arrived at after charging/(crediting)
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
- |
|
Profit on disposal of property, plant and equipment |
( |
- |
|
Other interest receivable and similar income |
|
2024 |
2023 |
|
|
Interest income on bank deposits |
|
|
LUMESCA Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Interest payable and similar expenses |
|
2024 |
2023 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
|
Foreign exchange gains/(losses) |
|
( |
|
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Other employee expense |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Administration and support |
|
|
|
Sales, marketing and distribution |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
148,699 |
182,555 |
|
Auditors' remuneration |
|
2024 |
2023 |
|
|
Audit of these financial statements |
25,522 |
36,392 |
LUMESCA Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2024 |
2023 |
|
|
Current taxation |
||
|
UK corporation tax |
- |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
( |
|
Tax expense/(receipt) in the income statement |
|
( |
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
2023 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Increase in UK and foreign current tax from adjustment for prior periods |
- |
|
|
Tax increase from effect of capital allowances and depreciation |
|
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Decrease from tax losses for which no deferred tax asset was recognised |
( |
- |
|
Effect of foreign tax rates |
- |
|
|
Decrease from effect of tax incentives |
( |
( |
|
Tax increase/(decrease) from other tax effects |
|
( |
|
Total tax credit |
(151,175) |
(215,556) |
Deferred tax
Group
Deferred tax assets and liabilities
|
2024 |
Asset |
Liability |
|
Accelerated depreciation |
- |
|
|
Tax losses |
|
- |
|
|
|
|
2023 |
Asset |
Liability |
|
Accelerated depreciation |
- |
|
|
Tax losses |
|
- |
|
|
|
LUMESCA Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
11 |
Taxation (continued) |
Company
Deferred tax assets and liabilities
|
2024 |
Asset |
Liability |
|
Accelerated capital allowances |
- |
|
|
Tax losses |
|
- |
|
|
|
|
2023 |
Asset |
Liability |
|
Accelerated capital allowances |
- |
|
|
Tax losses |
|
- |
|
|
|
|
Tangible assets |
Group
|
Land and buildings |
Furniture, fittings and equipment |
Plant and machinery |
Total |
|
|
Cost or valuation |
||||
|
At 1 January 2024 |
|
|
|
|
|
Additions |
- |
|
|
|
|
Disposals |
( |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
|
|
Depreciation |
||||
|
At 1 January 2024 |
|
|
|
|
|
Charge for the year |
|
|
|
|
|
Eliminated on disposal |
( |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
|
|
Carrying amount |
||||
|
At 31 December 2024 |
|
|
|
|
|
At 31 December 2023 |
|
|
|
|
Included within the net book value of land and buildings above is £1,164,412 (2023 - £1,260,206) in respect of freehold land and buildings and £1,235 (2023 - £2,736) in respect of short leasehold land and buildings.
LUMESCA Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
12 |
Tangible assets (continued) |
Revaluation
The fair value of the group's Freehold property was revalued on
The directors consider this to be the open market value at the balance sheet date
Had this class of asset been measured on a historical cost basis, the carrying amount would have been £
Company
|
Land and buildings |
Plant and machinery |
Total |
|
|
Cost or valuation |
|||
|
At 1 January 2024 |
|
|
|
|
Additions |
- |
|
|
|
Disposals |
( |
( |
( |
|
At 31 December 2024 |
|
|
|
|
Depreciation |
|||
|
At 1 January 2024 |
|
|
|
|
Charge for the year |
|
|
|
|
Eliminated on disposal |
( |
( |
( |
|
At 31 December 2024 |
|
|
|
|
Carrying amount |
|||
|
At 31 December 2024 |
|
|
|
|
At 31 December 2023 |
|
|
|
Included within the net book value of land and buildings above is £1,164,412 (2023 - £1,260,206) in respect of freehold land and buildings and £1,235 (2023 - £2,736) in respect of short leasehold land and buildings.
Revaluation
The fair value of the company's Freehold property was revalued on
The directors consider this to be open market value at the balance sheet date.
Had this class of asset been measured on a historical cost basis, the carrying amount would have been £
LUMESCA Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Investments |
Company
|
2024 |
2023 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 January 2024 |
|
|
Provision |
|
|
At 1 January 2024 |
|
|
Provision |
|
|
At 31 December 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
28 Gablonzer Strasse
Germany |
|
|
|
|
|
Spectrum Point
United Kingdom |
|
|
|
|
|
Spectrum Point
United Kingdom |
|
|
|
LUMESCA Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
13 |
Investments (continued) |
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
|
Spectrum Point
United Kingdom |
|
|
|
|
|
Spectrum Point
United Kingdom |
|
|
|
|
Subsidiary undertakings |
|
LUMESCA GmbH The principal activity of LUMESCA GmbH is |
|
LUMESCA Group Limited The principal activity of LUMESCA Group Limited is |
|
Color Confidence Limited The principal activity of Color Confidence Limited is |
|
The Flash Centre Limited The principal activity of The Flash Centre Limited is |
|
Keyphoto Limited The principal activity of Keyphoto Limited is |
|
Stocks |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Finished goods and goods for resale |
|
|
|
|
|
Debtors |
|
Group |
Company |
||||
|
Current |
Note |
2024 |
2023 |
2024 |
2023 |
|
Trade debtors |
|
|
|
|
|
|
Amounts owed by related parties |
- |
|
- |
- |
|
|
Other debtors |
|
|
|
|
|
|
Prepayments |
|
|
|
|
|
|
|
|
|
|
||
LUMESCA Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Cash at bank |
|
|
|
|
|
Short-term deposits |
|
|
|
|
|
|
|
|
|
|
|
Bank overdrafts |
- |
( |
- |
( |
|
Cash and cash equivalents in statement of cash flows |
151,004 |
170,836 |
134,207 |
165,178 |
|
Creditors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Trade creditors |
|
|
|
|
|
|
Amounts due to related parties |
- |
- |
|
|
|
|
Social security and other taxes |
|
|
|
|
|
|
Other payables |
|
|
|
|
|
|
Accruals |
|
|
|
|
|
|
Corporation tax liability |
- |
1,908 |
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Loans and borrowings |
Current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Bank borrowings |
|
|
|
|
|
Bank overdrafts |
- |
|
- |
|
|
Hire purchase contracts |
|
|
- |
|
|
Other borrowings |
|
|
|
|
|
|
|
|
|
|
LUMESCA Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
18 |
Loans and borrowings (continued) |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Bank borrowings |
|
|
|
|
|
Other borrowings |
|
- |
|
- |
|
|
|
|
|
|
Group
Lloyds Bank Plc holds fixed and floating charges over the undertaking and all property and assets present and future, including goodwill, book debts, uncalled capital, buildings, fixtures and fixed plant and machinery.
Lloyds Bank Plc holds a legal charge over the freehold property.
Bank borrowings
|
|
|
Provisions for liabilities |
Group
|
Deferred tax |
Total |
|
|
At 1 January 2024 |
( |
( |
|
Increase (decrease) in existing provisions |
|
|
|
At 31 December 2024 |
( |
( |
|
|
||
Company
|
Deferred tax |
Total |
|
|
At 1 January 2024 |
( |
( |
|
Increase (decrease) in existing provisions |
|
|
|
At 31 December 2024 |
( |
( |
|
|
||
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
LUMESCA Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
- |
|
|
Later than one year and not later than five years |
- |
|
|
- |
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £Nil (2023 - £
Company
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
7,100 |
|
7,100 |
|
|
|
900 |
|
900 |
|
|
|
|
|
|
Rights, preferences and restrictions
|
Ordinary shares have the following rights, preferences and restrictions: |
|
A Ordinary have the following rights, preferences and restrictions: |
LUMESCA Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2024 (continued)
|
Related party transactions |
Company
Summary of transactions with other related parties
Expenditure with and payables to related parties
|
2024 |
Other related parties |
|
Leases |
|
|
|
|
|
2023 |
Other related parties |
|
Leases |
|
|
|
|