The directors present the strategic report for the year ended 31 January 2025.

The Group is a leading international distributor of stage, studio and event lighting products, serving the live entertainment, worship, theatre, film, broadcast and architectural markets through a network of subsidiaries in the United Kingdom, Canada, the United States, France, Germany, Ireland, Australia and Japan, together with a North American manufacturing operation.

The financial year ended 31 January 2025 was a challenging one for the Group, with Group turnover declining to £94.9 million (2024: £106.9 million), a reduction of 11.2%. The principal cause was a continuation of the pronounced slowdown in major film and television production, particularly across the UK, following the prolonged Writers' and Actors' strikes which concluded in late 2023 but whose effect on production pipelines, and therefore on demand for studio and film lighting, persisted throughout the year under review. Despite these headwinds, the Group delivered a profit after taxation of £2.0 million (2024: £6.2 million) and continued to invest in product development, people and infrastructure to position itself strongly for recovery.

The Group's key financial and other performance indicators were as follows:

Trading performance

Total turnover fell by 11.2% to £94.9 million, driven almost entirely by a 21.0% decline in UK revenues to £44.2 million. Overseas markets proved more resilient, with combined European and Rest of World turnover broadly flat at £50.7 million (2024: £50.9 million). Within this, growth in Rest of World territories, principally North America and Asia-Pacific, substantially offset a softening in Europe.

Notwithstanding the lower revenue base, the Group's gross profit margin improved slightly to 34.6% (2024: 34.1%).

Administrative expenses increased by 1.3% to £29.4 million which is lower than inflation as the Group adjusted its cost base in response to the lower trading environment. The Group's share of profits from joint ventures more than doubled to £173,615 (2024: £78,414), reflecting the maturing contribution of our North American Prolights distribution venture.

Financial position and cash flow

The Group's balance sheet remains strong, with net assets of £60.4 million (2024: £61.1 million). Profits of £2.0m million were broadly offset by by dividends paid of £2.1 million.

The Group generated £3.4 million of cash from operations (2024: £9.2 million), reflecting the lower profitability and a working capital outflow as trade debtors rose. After tax, capital expenditure of £0.7 million, dividends of £2.1 million and a £0.7 million net repayment of bank borrowings, cash and cash equivalents closed the year at £14.0 million (2024: £16.2 million). Bank debt continues to be reduced in line with scheduled repayments, with total borrowings falling to £4.1 million (2024: £4.9 million).

The current ratio decreased to 324% (2024: 372%) reflecting higher trade creditors and accruals at the year end.

People and investment

Despite the trading environment, the Group continued to invest in capability and capacity. Average headcount grew to 324 (2024: 298), with particular increases in warehouse, manufacturing and technical support roles to support new product introductions and an enlarged distribution footprint. Research and development expenditure was maintained at £0.5 million (2024: £0.4 million), and the Group continued the rollout of its new ERP system, which will deliver enhanced operational efficiency and customer service over the coming years.

Outlook

The year ending 31 January 2026 has seen Group turnover return to growth year-on-year, despite the absence of the Chroma-Q product launch in the period. Performance in the UK and Europe was strong, partially offset by softer trading in the US following the deferral of the new Chroma-Q product launch from FY26 to FY27. The directors expect the new product to contribute meaningfully to global turnover from FY27, and remain confident that the Group is well positioned to deliver further growth and improved profitability over the medium term.

The board meets regularly to identify, evaluate and mitigate the principal risks facing the Group. These risks fall broadly into competitive, technological, legislative, market and financial instrument categories.

Competitive risk. The Group operates in highly competitive markets where success depends on product range, technical expertise, customer service and brand reputation. The Group manages this risk through long-standing exclusive distribution partnerships with leading manufacturers, continued investment in technical support, competitive pricing and the implementation of a new ERP platform that will improve responsiveness to customer needs.

Market and end-customer concentration risk. A meaningful portion of the Group's revenue is derived from supply to film and television production, which is cyclical and exposed to industrial action and structural changes in content commissioning. The Group mitigates this concentration through deliberate diversification across live entertainment, worship, theatre, architectural and broadcast end-markets, and across geographies.

Technological and product obsolescence risk. Rapid innovation by suppliers and competitors increases the risk that purchased inventory becomes obsolete. The Group uses automated demand-forecasting tools, maintains close dialogue with its supplier base and reviews inventory provisioning at each reporting date. Stock provisions of £4.7 million (2024: £4.8 million) are held against this risk.

Supply-chain risk. The Group's distribution business depends on the continuity of supply from a number of key manufacturing partners. Relationships with these partners are managed at board level, supported by long-term distribution agreements and the diversification offered by the Group's own manufacturing capability in Canada.

Legislative and regulatory risk. The Group trades in many highly regulated jurisdictions, with increasing requirements in areas including product safety, customs, sanctions, sustainability reporting and data protection. The new ERP system will enable the Group to comply with current and emerging requirements with minimal operational disruption.

Financial risk management — exposure to price, credit, liquidity, foreign exchange and cash flow risk

Price risk arises on financial instruments because of changes in, for example, commodity prices or equity prices. Included within current asset investments are listed investments with a book value of £13,631 (2024: £18,213), which are exposed to price risk; this exposure is within the Group's risk appetite.

Credit risk is the risk that a counterparty fails to meet its obligations under a financial instrument. Group policies are designed to minimise such losses, and require that deferred terms are granted only to customers with an appropriate payment history who satisfy credit-worthiness procedures. Details of trade receivables are set out in the notes to the financial statements.

Liquidity risk is the risk that the Group encounters difficulty in meeting obligations associated with financial liabilities. The Group mitigates liquidity risk by managing cash generation from operations, applying cash collection targets across the Group, maintaining significant cash balances and operating committed revolving credit facilities alongside its long-term debt.

Foreign exchange risk arises from the Group's international operations, with revenues and costs denominated in pounds sterling, euros, US dollars, Canadian dollars and other currencies. The Group manages this risk principally through natural (self-) hedging of foreign currency receipts and payments within each operating jurisdiction, and by funding overseas subsidiaries in their local currency where appropriate.

The directors have a duty under Section 172 of the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole, having regard to the interests of other stakeholders. For the year under review, and up to the date of this report, the directors consider that they have acted, and will continue to act, both individually and collectively, in a manner most likely to promote those interests. As a privately owned Group, the directors have regard to securing long-term benefit which accrues equitably to all members.

The directors regularly assess the products and services the Group offers to ensure they remain aligned with client needs, and consider new business opportunities both in the UK and internationally as part of their long-term planning. Investment in core infrastructure, manufacturing capability, automation and product development is made with the objective of improving the client offering and managing the Group's cost base sustainably over the long term. The directors actively engage with the client base to foster strong relationships and to ensure the Group can meet client needs over the longer term.

Business relationships

The directors implement strategies that strengthen the Group's relationships with suppliers, clients and other partners. Given the nature of the Group's markets, supplying technical lighting products into time-critical live and recorded productions, the effective identification and management of risk is central to providing the resilience our clients depend on. The principal risks faced by the Group, and the management procedures adopted, are set out under "Principal risks and uncertainties" above.

The Group's employees are central to its success. An annual performance review process aligns individual objectives with the Group's values and strategic priorities, supporting employees in their development and in delivering for our customers. The directors are committed to providing a safe, inclusive and rewarding working environment across all of the Group's operations.

Community and environment

The directors are mindful of the impact the Group's decisions have on the communities in which it operates and on the environment. The directors take a long-term view of environmental risks and opportunities, periodically reviewing initiatives aimed at minimising the Group's environmental footprint. Energy and greenhouse-gas reporting is set out in the Directors' Report.

The maintenance and enhancement of the Group's reputation is a key consideration of the directors, who expect officers and employees consistently to act in compliance with regulatory requirements and the high standards of business conduct expected of firms in the entertainment-technology sector. The directors review the Group's ethics and whistleblowing policies, and provide regular training to all employees on ethics and standards of business conduct, using both online and in-person methods.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 January 2025.

The principal activity of the Company and Group continued to be that of a distributor of stage, studio and event lighting products for the live entertainment, worship, theatre and architectural markets.

The profit for the year, after taxation, is £2,048,712 (2024: £6,191,499).

Ordinary dividends were paid amounting to £2,087,800. The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The Company made the following political donations in the current year:

• Reform UK - £40,000

The Group will continue to invest in its staff, research and development and new partnerships to support our vision of being the leading international provider of cutting-edge entertainment technology products and solutions and will look to grow through organic client opportunities and strategic geographical expansion.

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

As the group has consumed more than 40,000 kWh of energy in this reporting period, it is required to report on its UK emissions, energy consumption and energy efficiency activities.

UK energy use and associated greenhouse gas emissions

Current UK based annual energy usage and associated annual greenhouse gas (“GHG”) emissions are reported pursuant to the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report)Regulations 2018 (“the 2018 Regulations”) that came into force 1 April 2019.

Organisational boundary

In accordance with the 2018 Regulations, the energy use and associated greenhouse gas emissions are for those within the UK only that come under the operational control boundary and for which the subsidiary would itself be obliged to include if reporting on its own account. As a consequence, energy use and emissions are aligned with financial reporting for A.C. Worldwide Group Limited and exclude the non-UK based subsidiaries and those UK subsidiaries that would not qualify under the 2018 regulations in their own right.

Reporting period

The annual reporting period is 1st February to 31st January each year and the energy and carbon emissions are aligned to this period.

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per UK employee.

There were no energy efficiency actions recorded for this year.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

The directors are responsible 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 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 then 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;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of A.C. Worldwide Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 January 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

• adequate accounting records have not been kept 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.

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we 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.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

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.  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.

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.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,540,031 (2024: £1,447,081).

A.C. Worldwide Group Limited (“the company”) is a private company limited by shares, domiciled and incorporated in England and Wales. The registered office is Centauri House, Hillbottom Road, Sands Industrial Estate, High Wycombe, Buckinghamshire, United Kingdom, HP12 4HQ.

The group consists of A.C. Worldwide Group Limited and all of its subsidiaries.

The principal activity of the Group is a distributor of stage, studio and event lighting products for the live entertainment, worship, theatre and architectural markets.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of 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 judgement in applying the Group's accounting policies (see note 2).

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company A.C. Worldwide Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 January 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover represents revenue from contracts with customers and is measured at the fair value of the consideration received or receivable for goods and services supplied in the normal course of business. Amounts are stated net of value added tax and other sales related taxes and are adjusted for trade discounts, settlement discounts and volume rebates. The amount recognised reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to the customer. Where payment terms include a financing element, the consideration is discounted to its present value and the unwinding of the discount is recognised as interest income over the period of deferral.

Revenue from the sale of goods is recognised at a point in time when control of the goods transfers to the customer, which is typically on delivery or dispatch depending on the contractual terms. At this point the performance obligation is satisfied. Revenue is recognised only when it is probable that economic benefits will flow to the entity and the amount can be measured reliably.

Revenue from project contracts, including fixed price arrangements for the supply and implementation of goods, is recognised over time where the performance obligation is satisfied as the project progresses. This is measured by reference to the stage of completion at the reporting date, determined using an appropriate measure of progress such as costs incurred relative to total expected costs. Where the outcome of a contract cannot be estimated reliably, revenue is recognised only to the extent of recoverable costs.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a straight line basis to profit or loss over its expected useful economic life, which is 5 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

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

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

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

It is the group's policy to not amortise intangible assets in the course of construction.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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

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

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.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

In the consolidated accounts, interests in jointly controlled entities are accounted for using the equity method of accounting.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Work in progress is valued on the basis of direct costs plus attributable overheads based on normal level of activity. Provision is made for any foreseeable losses where appropriate. No element of profit is included in the valuation of work in progress.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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 and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 deducting all of its liabilities.

The Group only enters into financial instrument transactions which result in basic financial liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date in the countries where the company and Group operate and generate income.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill; relates to timing differences in respect of interest 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; or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

The Group operates defined contribution plans 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.

Payments of contributions to defined contribution retirement benefit schemes are charged as an expense as 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.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

The Group has taken advantage of the optional exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard, 1 February 2016, to continue to be charged over the period to the first market rent review rather than the term of the lease.

Amounts due from lessees under finance leases are recognised as receivables at the amount of the group's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the group’s net investment outstanding in respect of leases.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

The results of overseas operations are translated at the average rates of exchange during the year and the balance sheet translated into pounds sterling at the rate of exchange ruling at the balance sheet date. Exchange differences which arise from translation of the operating net assets and results of foreign subsidiary undertakings are taken to other comprehensive income.

Provisions for liabilities

Provisions are recognised when the Group has a legal or constructive present obligation as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The Group applies judgement in assessing the net realisable value of inventories at the reporting date. Provisioning is calculated using an ageing profile, with increasing provisioning percentages applied to older stock to reflect the higher risk of obsolescence or reduced recoverability. These standard provisions are reviewed against current demand, sales trends and product specific factors. Where appropriate, management override the standard ageing based provision to reflect specific circumstances, such as known issues with particular product lines or confirmed future demand, in order to ensure inventories are stated at the lower of cost and net realisable value.

The Group also applies judgement in assessing the recoverability of trade receivables. Bad debt provisions are determined based on knowledge of specific customer balances, taking into account the customer’s financial position, payment history and any disputes. Amounts are written off where there is no reasonable expectation of recovery. No general provision matrix is applied and therefore the assessment is inherently judgemental and dependent on management’s knowledge of individual debts.

The analysis of turnover is disclosed by territory of origin, being the country of domicile of the Group undertakings making the sale.

All revenue arises from the sale of goods. Certain arrangements described as project sales include the supply and installation of bespoke goods tailored to customer specifications. These arrangements are accounted for as a single performance obligation representing the sale of goods, as the installation services are not separately identifiable and are integral to delivering the finished product.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024: 1).

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

The value attributable to Goodwill arises on consolidation. The brand has progressed past it's estimated useful economic life.

Freehold land and buildings held by A.C. Worldwide Group Limited relates to commercial property occupied by trading subsidiaries. It is included at historical cost, less depreciation in the company and Group balance sheet.

Tangible fixed assets with a carrying value of £1,932,496 (2024: £1,984,090) are pledged as security for the Group’s bank loans.

The Group’s share of profits from joint ventures was £173,615 (2024: £78,414) before dividends received of £234,915 (2024: £Nil).

Details of the company's subsidiaries at 31 January 2025 are as follows:

Details of joint ventures at 31 January 2025 are as follows:

Stocks are stated after provision for impairment of £4,718,374 (2024: £4,792,604). The decrease in slow-moving and obsolete stock provision of £74,230 (2024: increase of £817,495) was recognised in cost of sales during the year.

A decrease in the bad debt provision of £58,071 (2024: decrease of £109,706) was recognised in administrative expenditure during the year.

The group enters into financial leasing arrangements for stock. The average term of finance leases entered into is 1 year.

The market value of listed and unlisted investments held by the Group at 31 January 2025 and 31 January 2024 was equal to the carrying amount.

Bank loans and overdrafts of the company are secured by charges dated 20 February 2003 and 14 November 2016 over certain freehold property and by a debenture dated 5 July 2007 granting fixed and floating charges over all of the company’s assets.

Included within bank loans payable by the Group are two mortgages payable relating to the subsidiary company A.C. Canada Limited of £3,485,930 ($2,194,500 and $4,180,000)) (2024: £3,961,481 ($2,320,500 and $4,420,000) from HSBC Bank Canada. These loans are repayable on the earlier of the bank's demand for repayment or the fifth anniversary of the drawdown. Until such demand, repayments of £8,673 and £16,521 ($10,500 and $20,000) plus interest are payable monthly and interest is charged at ‘Prime’ +0.5% and 5.63% respectively.

Also included within bank loans payable by the Group is a demand loan payable, due May 2025, relating to the subsidiary company, A.C. Canada Limited of £421,176 ($766,666) (2024: £479,966 ($816,667)) from HSBC Bank Canada of which £27,470 ($50,000) (2024: £27,470 ($50,000)) is due within one year. Repayments of £2,289 ($4,167) plus interest are payable monthly until the balance is repaid. Interest is charged at 'Prime' +3.0%.

Bank loans of £227,727 (€275,687) (2024: £433,472 (€501,663)) are repayable by the subsidiary company ESL S.A.S., as detailed below.

• A loan of £14,899 (€18,037) owing to Credit Agricole of which £14,899 (€18,037) is due within one year. Repayments are paid monthly until June 2025 along with interest which is charged at a fixed rate of 0.9%.

• A loan of £116,856 (€141,466) owing to Societe Marseillaise de Credit of which £93,485 (€113,173) is due within one year. Repayments are paid monthly until April 2026 along with interest which is charged at a fixed rate of 0.57%.

• A loan of £12,549 (€15,192) owing to Banque Dupuy, De Parseval of which £8,858 (€10,724) is due within one year. Repayments are paid monthly until June 2026 along with interest which is charged at a fixed rate of 0.25%.

• A loan of £83,423 (€100,992) owing to Credit Agricole of which £66,738 (€80,793) is due within one year. Repayments are paid monthly until June 2026 along with interest which is charged at a fixed rate of 0.54%.

The company registered a mortgage deed which holds a fixed charge over its freehold property dated 20 February 2003.

The company registered a single debenture which holds a fixed and floating charge over its assets dated 5 July 2007.

The company and group is party to an omnibus guarantee and set-off agreement registered on 14 November 2016. This contains a fixed charge over its assets and a negative pledge.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Tax losses are in respect of Spectrum Manufacturing Inc. and A.C. (Canada) Limited and are expected to be utilised in future years.

The Group has accumulated tax losses for which no deferred tax asset has been recognised due to the uncertainty of timing of relief of such losses amounting to £243,868 ($411,600). These losses are in respect of A.C. Holdings (Canada) Limited and A.C. Promedia (Canada) Inc.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund.

Contributions totalling £37,335 (2024: £43,146) were payable to the scheme at the end of the year and are included in creditors.

Each ordinary share carries one vote, an equal right to dividends and capital (including on a winding up) and is not redeemable.

Includes all current and prior period retained profit and losses.

Capital redemption reserve

This represents reserves created on buy-back of shares.

At the reporting end date the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

During the year total dividends of £2,002,000 (2024: £2,002,000) were paid to D A Leggett, a director of the company.

The Group is controlled by D A Leggett, a director of the company.