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Registered number: 11191047
Spitfire Creative Technologies Limited
Annual Report and Financial Statements
For the Year Ended 31 December 2024
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Spitfire Creative Technologies Limited
Company Information
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Tv One Westwood Industrial Estate
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Spitfire Creative Technologies Limited
Contents
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Directors' Responsibilities Statement
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Independent Auditors' Report
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Consolidated Statement of Comprehensive Income
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Consolidated Balance Sheet
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Financial Statements
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Spitfire Creative Technologies Limited
Group Strategic Report
For the Year Ended 31 December 2024
The directors present their strategic report for the year ended 31 December 2024.
The principal activity of the Spitfire Creative Technologies group (SCT) is that of design, manufacture and distribution of AV (Audio Video) hardware and software.
2024 demonstrated the results of a team focused on customer satisfaction, product innovation, and operational excellence. The Spitfire brands of tvONE and Green Hippo, have become a first-choice provider to several customer accounts, globally. Other areas of focus were continued investments in the core video processing and media server technologies, introducing new products such as Calico for tvONE & Mx Endeavour for Green Hippo. The 28% reduction in DSI indicates a more efficient inventory management and better alignment of inventory with demand. The 18% improvement in DSO indicates a better than average collection period, reduced risk of bad debt and improved cashflow availability. Revenue for the year reached $31.4m, gross profit of $12.6m (2023: $8.4m), loss after tax of $825k The combined improvements in both DSI and DSO suggest the company has been focusing on optimizing its working capital management across multiple areas of the business.
Principal risks and uncertainties
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As part of 1SO9001:2015 compliance, the board formally reviews principal business risks quarterly. The risk register measures risk as a function of probability and impact to business in 4 categories: Governance & compliance, macro-economic, operational, and strategic. The largest macro-economic risk is continued hyper inflation and threat of global recession. From a cost position, tvONE is now well positioned to take advantage of its flexible operational footprint (UK & US) and global supply chain.
From a cost position, tvONE is now well positioned to take advantage of its flexible operational footprint (UK & US) and global supply chain.
More proactive collection efforts and tightening credit procedures have maintained and accelerated cash collections from customers while extending our payment terms with suppliers has allowed for more stable cash flow.
TV One with its diversified product, customer and industry sector ranges, has been able to weather the downturn by adjusting discretionary spending.
Financial key performance indicators
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The directors regularly review and analyse the effectiveness of its critical business processes with relevant KPIs. Primary processes include: opportunity to order (CRM), order to cash (OTC), procure to pay (PTP), sales-inventory-operations planning (SIOP), product ideation to obsolescence (PLM), quality management, and customer service. Full financial reviews of the P&L, balance sheet, and cash flow statements are conducted monthly. Making business decision adjustments as deemed necessary.
2024 2023
Days Sales Outstanding (DSO) 23 days 28 days
Days Sales in Inventory (DSI) 65 days 231 days
Days Payables Outstanding (DPO) 51 days 57 days
Cash Conversion Cycle (CCC) 138 days 164 days
Current Ratio 1.91 x 2.71 x
Quick Ratio 1.00 x 1.09 x
Page 1
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Spitfire Creative Technologies Limited
Group Strategic Report (continued)
For the Year Ended 31 December 2024
TV One provides vertically integrated assembled and manufactured media server and signal processor equipment. Key brands such as Green Hippo, Coriomaster and most recently launched Calico and MX series bring to the market powerful stand-alone video wall processors and servers for real-time manipulation of video across a variety of end-user markets. Most recently the business launched the Calico brand (tvONE) and MX brand (Green Hippo) which have received a high level of excitement in bringing new innovations to the market. In addition, with the recent acquisition of tvONE by the ACT entertainment business, it introduces additional opportunities to expand the tvONE and Green Hippo portfolio into further markets.
This report was approved by the board on 22 December 2025 and signed on its behalf.
Page 2
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Spitfire Creative Technologies 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.
The loss for the year, after taxation, amounted to $760,162 (2023 - profit $1,914,325).
A dividend of $3,700,100 (2023:$9,340,874) was approved by the board.
The directors who served during the year were:
These are addressed within the strategic report.
Disclosure of information to auditors
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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 and the Group's auditors are 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 and the Group's auditors are aware of that information.
The audit registration of Kreston Reeves Audit LLP was transferred to Kreston Reeves Audit LLP on 6 October 2025. Kreston Reeves Audit LLP were formally appointed as auditor to the company on 6 October 2025.
Under section 487(2) of the Companies Act 2006, Kreston Reeves Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board on 22 December 2025 and signed on its behalf.
Page 3
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Spitfire Creative Technologies Limited
Directors' Responsibilities Statement
For the Year Ended 31 December 2024
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Page 4
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Spitfire Creative Technologies Limited
Independent Auditors' Report to the Members of Spitfire Creative Technologies Limited
We have audited the financial statements of Spitfire Creative Technologies Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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
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In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Page 5
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Spitfire Creative Technologies Limited
Independent Auditors' Report to the Members of Spitfire Creative Technologies Limited (continued)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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. 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.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group 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
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In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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 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
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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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
Page 6
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Spitfire Creative Technologies Limited
Independent Auditors' Report to the Members of Spitfire Creative Technologies Limited (continued)
Auditors' responsibilities for the audit of the financial statements
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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 Auditors' 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 Group financial statements.
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:
Capability of the audit in detecting irregularities, including fraud
Based on our understanding of the group and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery and employment law. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, taxation and pension legislation. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure and management bias in accounting estimates and judgemental areas of the financial statements such as work in progress. Audit procedures performed by the engagement team included:
∙Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations (including health and safety) and fraud, and review of the reports made by management; and
∙Assessment of identified fraud risk factors; and
∙Challenging assumptions and judgements made by management in its significant accounting estimates; and
∙Performing analytical procedures to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and
∙Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business; and
∙Physical inspection of tangible assets susceptible to fraud or irregularity; and
∙Review of significant and unusual transactions and evaluation of the underlying financial rationale supporting the transactions; and
∙Identifying and testing journal entries, in particular any manual entries made at the year end for financial statement preparation.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
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Spitfire Creative Technologies Limited
Independent Auditors' Report to the Members of Spitfire Creative Technologies Limited (continued)
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' Report. However, future events or conditions may cause the Company to cease to continue as a going concern.
∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
∙Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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 Auditors' 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.
Tracey Becker (Senior Statutory Auditor)
for and on behalf of
Kreston Reeves Audit LLP
Statutory Auditor
Canterbury
23 December 2025
Page 8
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Spitfire Creative Technologies Limited
Consolidated Statement of Comprehensive Income
For the Year Ended 31 December 2024
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Interest receivable and similar income
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Interest payable and similar expenses
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(Loss)/profit for the financial year
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Foreign exchange movement
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Other comprehensive income for the year
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Total comprehensive income for the year
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(Loss)/profit for the year attributable to:
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Total comprehensive income for the year attributable to:
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The notes on pages 14 to 36 form part of these financial statements.
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Page 9
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Spitfire Creative Technologies Limited
Registered number: 11191047
Consolidated Balance Sheet
As at 31 December 2024
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Debtors: amounts falling due after more than one year
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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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Net current (liabilities)/assets
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Equity attributable to owners of the parent Company
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 December 2025.
The notes on pages 14 to 36 form part of these financial statements.
Page 10
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Spitfire Creative Technologies Limited
Registered number: 11191047
Company Balance Sheet
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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Net current (liabilities)/assets
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Profit and loss account brought forward
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Other changes in the profit and loss account
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Profit and loss account carried forward
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 December 2025.
The notes on pages 14 to 36 form part of these financial statements.
Page 11
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Spitfire Creative Technologies Limited
Consolidated Statement of Changes in Equity
For the Year Ended 31 December 2024
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Translation of subsidiary
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The notes on pages 14 to 36 form part of these financial statements.
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Company Statement of Changes in Equity
For the Year Ended 31 December 2024
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The notes on pages 14 to 36 form part of these financial statements.
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Page 12
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Spitfire Creative Technologies Limited
Consolidated Statement of Cash Flows
For the Year Ended 31 December 2024
Cash flows from operating activities
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Profit for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Loss on disposal of tangible assets
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(Increase)/decrease in stocks
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(Increase)/decrease in debtors
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Decrease in amounts owed by groups
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Increase/(decrease) in creditors
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Increase/(decrease)) in amounts owed to groups
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Corporation tax (paid)/received
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Foreign exchange movement
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Acquisition of subsidiary
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Net cash from investing activities
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Cash flows from financing activities
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Net cash used in financing activities
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Net increase/(decrease) in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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Page 13
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Spitfire Creative Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
Spitfire Creative Technologies Limited is a private company limited by shares and is incorporated in England with registration number 11191047.
The registered office address and place of business is TV One Westwood Industrial Estate, Unit V, Margate, CT9 4JG.
The Company's principal activity is that of a holding company. It has interests in three (2023 - two) subsidiaries.
The trading subsidiaries' principal activities are those of scenic video technology and the design, manufacture and distribution of audiovisual hardware and software.
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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The financial statements are rounded to the nearest US dollar. This is the functional currency of the group.
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemption
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The company has taken advantage of the following disclosure exemptions in preparing its individual financial statements, as permitted by FRS 102:
∙The requirement to present a statement of cash flows for the company;
∙The requirements of Section 33 Related Party Disclosures, paragraph 33.7
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
Page 14
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Spitfire Creative Technologies 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 USD.
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.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
On consolidation, the results of overseas operations are translated into Dollars at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Page 15
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Spitfire Creative Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue 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 revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group 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.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Operating leases: the Group 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.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
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.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Page 16
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Spitfire Creative Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.
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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 balance sheet date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
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 balance sheet date.
Page 17
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Spitfire Creative Technologies 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 the Group's share 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 Consolidated Statement of Comprehensive Income over its useful economic life.
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.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
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:
Expenditure on research and development is recognised in the Statement of income and retained earnings in the year in which it is incurred with the exception of expenditure on the development of certain major new product projects where the outcome of those projects is assessed as being reasonably certain as regards to viability and technical feasibility. Such expenditure is capitalised and amortised over a period of not longer than five years commencing in the year that sales of the product are first made.
Development costs are reviewed for impairment if events or changes or circumstances indicate that the carrying amount may not be recoverable.
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.
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Page 18
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Spitfire Creative Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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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:
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Short-term leasehold property
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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.
Investments in subsidiaries are measured at cost less accumulated impairment.
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 weighted average basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet 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.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
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.
Page 19
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Spitfire Creative Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
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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.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Balance Sheet when the Group 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 Group's cash and cash equivalents, trade and most other debtors 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 Group after the deduction of all its liabilities.
Page 20
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Spitfire Creative Technologies 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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Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.
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 Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
Page 21
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Spitfire Creative Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Judgments in applying accounting policies and key sources of estimation uncertainty
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Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Critical area of judgment
Stock
In determining the value of the provision against stock of $619,576 (2023 - $355,735) in the group, the directors consider all relevant available information, including but not limited to current industry trends and both historic and expected future sales.
Certain production overheads are included within stock of Subsidiary TV One Limited. In order to calculate the stock burden, management identify costs strictly related to production, and allocate these in proportion to direct labour and the cost of material handled. The closing stock burden was $287,000 (2023 - $364,689).
Stock is valued using a standard cost method, which is based on the expected cost to purchase a product and therefore requires a degree of judgmental. The total value of stock after provisions for excess and obsolete items was $3,515,125 (2023 - $2,450,083) (see note 18).
Tangible Fixed Assets
The group has recognised tangible fixed assets with a carrying value of $978,666 (2023 - $801,551) at the reporting date (see note 16). These assets are stated at their cost less provision for depreciation and impairment. The group’s accounting policy sets out the approach to calculating depreciation for immaterial assets acquired. For material assets such as land and buildings the company determines at acquisition reliable estimates for the useful life of the asset, its residual value and decommissioning costs. These estimates are based upon such factors as the expected use of the acquired asset and market conditions. At subsequent reporting dates the directors consider whether there are any factors such as technological advancements or changes in market conditions that indicate a need to reconsider the estimates used.
Where there are indicators that the carrying value of tangible assets may be impaired the company undertakes tests to determine the recoverable amount of assets. These tests require estimates of the fair value of assets less cost to sell and of their value in use. Wherever possible the estimate of the fair value of assets is based upon observable market prices less incremental cost for disposing of the asset. The value in use calculation is based upon a discounted cash flow model, based upon the company’s forecasts for the foreseeable future which do not include any restructuring activities that the company is not yet committed to or significant future investments that will enhance the asset’s performance. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well expected future cash flows and the growth rate used for extrapolation purposes.
Investments
The company has investments in subsidiaries of $36,733,952 (2023 - $5,550,457) (see note 17). At each balance sheet date the directors consider whether there are any factors that indicate a need to reconsider the carrying value of the investments.
Page 22
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Spitfire Creative Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Financial Risk Management
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The Company has exposure to the following risks from its use of financial instruments:
• Interest rate risk
• Liquidity risk
• Foreign currency risk
• Credit risk
The board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework.
Interest rate risk
The Company's exposure to interest rate risk is not considered to be material, as it has no external borrowings at the reporting date. While there is an element of sensitivity to interest receivable on surplus funds, this is not considered significant to the Company's risk profile.
Liquidity risk
The Company's exposure to liquidity risk is limited to the extent that all financial liabilities are recorded at amortised cost and are repayable within one year from the reporting date.
Foreign currency risk
The Company conducts the majority of its transactions in US Dollars. Foreign exchange risk arises from the need to purchase Pounds Sterling or Euros to settle balances with suppliers. Foreign exchange risk is managed by retaining bank accounts in Pounds Sterling and Euros to match sales receipts in these currencies against expenses in the same currency. The Company also managed foreign currency risk by entering into foreign exchange forward contracts; however no options were open at the year-end.
Credit risk
The principal area of credit risk is trade receivables. The Company monitors the financial position of its customers on an ongoing basis. The granting of credit is controlled by application and account limits. An allowance is made for specific bad debts, and at the reporting date management did not consider there to be any significant credit risk exposure.
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Page 23
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Spitfire Creative Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
The whole of the turnover is attributable to the Group's principal activity of scenic video technology and the design, manufacture and distribution of audiovisual hardware and software.
Analysis of turnover by country of destination:
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The operating profit is stated after charging:
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Research & development charged as an expense
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Other operating lease rentals
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Amortisation and depreciation
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Defined contribution pension cost
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During the year, the Group obtained the following services from the Company's auditors:
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Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
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Page 24
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Spitfire Creative Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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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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Group contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to no directors (2023 - 1) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of $NIL (2023 - $350,161).
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The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to $NIL (2023 - $8,788).
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The directors received remuneration from other group undertakings during the year.
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Other interest receivable
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Page 25
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Spitfire Creative Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Interest payable and similar expenses
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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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Page 26
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Spitfire Creative Technologies 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 of25% (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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Non-tax deductible amortisation of goodwill and impairment
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Utilisation of tax losses
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Fixed asset adjustments including loss on disposal of fixed assets and capital allowances
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Adjustments to tax charge in respect of prior periods
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Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
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Changes in provisions leading to an increase (decrease) in the tax charge
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Other differences leading to an increase (decrease) in the tax charge
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Deferred tax not recognised
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Effect of change in tax rate on deferred tax
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Adjustment for different tax rate charged on profits of foreign subsidiaries
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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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The company has non-trade loan relationship deficit carried forward of $317k (2023 - $327k). The group has carried forward losses of $4,171k (2023 - $1,323k).
Page 27
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Spitfire Creative Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Parent company profit for the year
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The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was $3,608,469 (2023 - $9,224,186).
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Charge for the year on owned assets
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Page 28
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Spitfire Creative Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Short-term leasehold property
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Acquisition of subsidiary
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Charge for the year on owned assets
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Within freehold property is $131,354 (2023 - $131,354) that relates to land. This amount is not depreciated.
Spitfire Creative Technologies Limited does not hold any tangible fixed assets.
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Page 29
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Spitfire Creative Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Same registered office as parent
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104 Baggot Street, Lower Dublin 2, Dublin, Ireland
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Ambersphere Solutions Ltd
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Unit 8 Western Avenue Business Park, Mansfield Road, London, England, W3 0BZ
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Raw materials and consumables
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Finished goods and goods for resale
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The carrying value of stocks are stated net of a provision totaling $619,576 (2023 - $355,735).
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Page 30
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Spitfire Creative Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Due after more than one year
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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 of $Nil (2023: $69,229) relate to amounts due from the wider group.
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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 of $27,286,442 (2023: $31,285) relate to amounts due to the wider group.
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Page 31
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Spitfire Creative Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
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Creditors: Amounts falling due after more than one year
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Charged to profit or loss
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Arising on business combinations
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Accelerated capital allowances
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Allotted, called up and fully paid
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100 (2023 - 100) Ordinary shares of £1 each
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Page 32
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Spitfire Creative Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
Foreign exchange reserve
This reserve comprises translation differences arising on the translation of the financial statements of the Group's foreign entities into United States Dollars.
Merger Reserve
The merger reserve was created in the consolidated accounts following ownership of TV One Limited being transferred to Spitfire Creative Technologies Limited. Ownership was transferred from another entity in the group.
Profit and loss account
The cumulative profit and loss, net of distribution to owners.
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Acquisition and disposal of subsidiaries
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Page 33
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Spitfire Creative Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
On 14 March 2024, the Group acquired a 100% shareholding in Ambersphere Solutions Ltd for a total consideration of $31,183,495.
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Acquisition of Ambersphere Solutions Ltd
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Recognised amounts of identifiable assets acquired and liabilities assumed
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Total Identifiable net assets
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Total purchase consideration
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Total purchase consideration
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Cash outflow on acquisition
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Purchase consideration settled in cash, as above
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Less: Cash and cash equivalents acquired
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Net cash outflow on acquisition
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Page 34
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Spitfire Creative Technologies Limited
Notes to the Financial Statements
For the Year Ended 31 December 2024
27.Business combinations (continued)
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The results of Ambersphere Solutions Ltd since acquisition are as follows:
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Current period since acquisition
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Profit for the period since acquisition
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The company has a cross-company charge with CCP Agency, LLC, which acts as the agent under ACT Lighting Holdings L.L.C.’s credit facility. This charge involves an all-assets debenture security in favor of the lenders for a loan to ACT Lighting Holdings L.L.C., secured by a guarantee from Spitfire Creative Technologies Limited. The debenture creates fixed and floating charges over all Spitfire Creative Technologies Limited assets, similar to typical US security agreements. The total amount of the debt of $103.8m (2023: $85m) to ACT Lighting Holdings L.L.C. under the Credit Agreement is secured by this arrangement. The increase on a year-over-year basis is resulting from the acquisition of Ambersphere Solutions Ltd.
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to $237,868 (2023 - $158,788). Contributions totaling $47,331 (2023 - $30,222) were payable to the fund at the balance sheet date and are included in creditors.
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Commitments under operating leases
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At 31 December 2024 the Group and 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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The company had no commitments under non-cancellable operating leases as at the balance sheet date.
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Page 35
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Spitfire Creative Technologies 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 from disclosing related party transactions with its fellow group members provided by paragraph 33.1A of Financial Reporting Standard 102.
Key Management Personnel
All directors of the group and subsidiary companies, and senior employees who have authority and responsibility for planning, directing and controlling the activities of the group are considered to be key management personnel. Total remuneration in respect of those individuals is £1,360,628 (2023: £358,949).
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The immediate parent company as at 31 December 2024 was Spitfire Creative Technologies Inc, a company registered and domiciled in the United States of America.
The ultimate company as at 31 December 2024 was ACT Lighting Holdings L.L.C., a company registered and domiciled in the United States of America. This is the largest group of which the company is included in the consolidated financial statements.
The directors consider that there is no ultimate controlling party.
Page 36
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