| REGISTERED NUMBER: 01043134 (England and Wales) |
| Group Strategic Report, Report of the Directors and |
| Consolidated Financial Statements |
| for the Year Ended 31 December 2025 |
| for |
| Audience Systems Limited |
| REGISTERED NUMBER: 01043134 (England and Wales) |
| Group Strategic Report, Report of the Directors and |
| Consolidated Financial Statements |
| for the Year Ended 31 December 2025 |
| for |
| Audience Systems Limited |
| Audience Systems Limited (Registered number: 01043134) |
| Contents of the Consolidated Financial Statements |
| for the Year Ended 31 December 2025 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 5 |
| Report of the Independent Auditors | 7 |
| Consolidated Income Statement | 11 |
| Consolidated Other Comprehensive Income | 12 |
| Consolidated Balance Sheet | 13 |
| Company Balance Sheet | 14 |
| Consolidated Statement of Changes in Equity | 15 |
| Company Statement of Changes in Equity | 16 |
| Consolidated Cash Flow Statement | 17 |
| Notes to the Consolidated Cash Flow Statement | 18 |
| Notes to the Consolidated Financial Statements | 19 |
| Audience Systems Limited |
| Company Information |
| for the Year Ended 31 December 2025 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| Audience Systems Limited (Registered number: 01043134) |
| Group Strategic Report |
| for the Year Ended 31 December 2025 |
| The directors present their strategic report of the company and the group for the year ended 31 December 2025. |
| PRINCIPAL ACTIVITIES AND STRATEGIC BUSINESS REVIEW 2025 |
| Audience Systems Ltd is a wholly owned subsidiary of Kotobuki Seating Japan and, ultimately, Kotobuki Corporation of Japan. The principal activities of the company during the year were the design, manufacture, installation and servicing of telescopic and fixed seating systems. |
| During 2025 the trading environment was significantly more challenging, both internationally and domestically. Turnover reduced by 10% compared with the prior year, primarily due to the impact of tariffs imposed in North America, which created considerable uncertainty in the US market for our retractable seating products. As a result, the majority of opportunities in that market were either put on hold or awarded to domestic suppliers. |
| In the UK, the ongoing cost of living crisis continued to impact customer confidence and capital investment decisions. We experienced further delays to order placements and, in some cases, projects were put on hold indefinitely. This pattern was also evident in major arena developments, several of which were either delayed or postponed, leaving the business without a major arena project in manufacture during the year. |
| Despite these headwinds, the directors remained focused on the long term strength and resilience of the business and continued to invest in key strategic areas. We implemented further upgrades to our powder coating facility to enhance capability, efficiency and environmental performance. We also continued to invest in our people through targeted training, skills development and wellbeing initiatives, recognising that our teams remain central to our ability to respond effectively when market conditions improve. |
| Our commitment to sustainability continued throughout 2025. We maintained our measurable programme of improvement aligned to the United Nations' 17 Sustainable Development Goals and continued to use the B Corp "B Impact Assessment" tool to measure and monitor our progress. This supports us not only in reducing our environmental footprint, but also in further strengthening our arrangements in relation to wellbeing, equality, ethical conduct and modern slavery. |
| A key operational milestone in 2025 was the full integration of 3D modelling into our business processes. Our retractable seating manufacturing packages are now driven directly from integrated 3D design data, delivering substantial efficiency gains, improved accuracy and enhanced coordination between design, production and installation. |
| FINANCIAL KEY PERFORMANCE INDICATORS |
| We consider that our key performance indicators are those that communicate the financial performance of the business, these being: |
| Turnover, |
| Gross profit |
| Gross profit margin |
| EBTIDA |
| In 2025 Audience Systems turnover decreased by 8.27% to £14.53 million (2024: £15.85m). Gross profit has |
| decreased by 4.97% giving a gross profit margin of £4.8million (2024: £5.08m), which has resulted in an |
| operating profit of £420,418 (2024: £752,583), which is a decrease of 43% with an EBITDA of £651,050 |
| (2024: £979,777) |
| OTHER KEY PERFORMANCE INDICATORS |
| In common with many manufacturing businesses the company uses a variety of production related indicators that measures its efficiency of its staff and processes. These are considered commercially sensitive and thus the directors have taken advantage of the exemption for medium sized companies not to disclose non-financial key performance indicators under section 417(7) of the Companies Act 2006. |
| DIVIDENDS |
| The directors are satisfied that the company remains in a sound financial position despite the more challenging trading conditions in 2025. Having considered the performance for the year and the ongoing investment needs of the business, the directors have not recommended a dividend to be paid. |
| Audience Systems Limited (Registered number: 01043134) |
| Group Strategic Report |
| for the Year Ended 31 December 2025 |
| BROAD OBJECTIVES 2026 |
| Throughout 2026, the directors of Audience Systems will continue to focus on improving performance and positioning the company to benefit from recovery and growth in its key markets. This will be undertaken while concentrating on our core strategies and activities and remaining aligned with our five year plan, which supports the wider Kotobuki group strategy and its clear strategic vision. |
| We will continue to invest selectively in our business to strengthen our foundations and support future growth. Priorities include further development of our product portfolio, continued enhancement of our digital design and manufacturing capabilities, and ongoing investment in our people, with a focus on skills, engagement, inclusion and wellbeing. |
| We remain committed to integrating sustainability into every part of our company and will continue to measure and manage our progress against the UN's 17 Sustainable Development Goals, using the B Impact Assessment as a key monitoring tool. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The principal risks faced by the company and the group and their policies in relation to those risks are as follows: |
| Cash flow Risk |
| The company monitors cash flow through detailed short , medium and long term forecasts, which are reviewed regularly to alert the directors to any potential future risks, particularly in periods of reduced activity. It is the company's policy to ensure that any forecast funding requirements can be met from available facilities, if required, and that adequate headroom is maintained. |
| Credit Risk |
| Credit risk is the financial exposure generated by the potential default of third parties in fulfilling their obligations. Credit risk arises if it is unable to recover sums due from its clients. Credit risk is mitigated by stringent financial checks and credit control and backed up by strict payments terms. The company reviews debts outstanding in comparison with agreed credit limits and payment terms. |
| Currency Risk. |
| The company is exposed to foreign exchange risk on sales and purchases denominated in currencies other than sterling. This exposure is monitored and managed to protect against adverse movements in exchange rates, including, where appropriate, the use of natural hedging and other risk mitigation measures. |
| Audience Systems Limited (Registered number: 01043134) |
| Group Strategic Report |
| for the Year Ended 31 December 2025 |
| Inflationary Risk |
| The period between contract inception and final completion can be lengthy and exposes the company to inflationary pressures on materials, labour and subcontracted services, which may impact gross profit. Our pricing structure and contractual terms are reviewed on an ongoing basis to capture and, where possible, mitigate potential cost increases, including through indexation, early purchasing and supplier negotiation. |
| Market and Competition Risk |
| The seating market remains competitive and, in 2025, was further affected by external factors such as North American tariffs and reduced UK investment caused by the cost of living crisis. These conditions increased pricing pressure and contributed to delays and cancellations of projects. The company mitigates these risks through continued investment in product innovation, quality, customer service and operational efficiency, and by maintaining strong relationships with a diversified customer base across different markets. The company also benefits from the scale, global presence, technology and reputation of its parent undertaking, Kotobuki Seating Japan, one of the leading companies in the global seating industry. |
| ON BEHALF OF THE BOARD: |
| Audience Systems Limited (Registered number: 01043134) |
| Report of the Directors |
| for the Year Ended 31 December 2025 |
| The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025. |
| DIVIDENDS |
| Interim dividends per share were paid as follows: |
| Ordinary shares 1.00 shares | 30.4p | - 20 February 2025 |
| A Redeemable Preference Shares 1.00 shares | 30.4p | - 20 February 2025 |
| B Redeemable Preference Shares 1.00 shares | 30.4p | - 20 February 2025 |
| The directors recommend that no final dividends be paid. |
| The total distribution of dividends for the year ended 31 December 2025 will be £ 915,609 . |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report. |
| Other changes in directors holding office are as follows: |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| Audience Systems Limited (Registered number: 01043134) |
| Report of the Directors |
| for the Year Ended 31 December 2025 |
| AUDITORS |
| The auditors, Sumer Auditco Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Audience Systems Limited |
| Opinion |
| We have audited the financial statements of Audience Systems Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| Audience Systems Limited |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| Report of the Independent Auditors to the Members of |
| Audience Systems Limited |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to health and safety, anti-bribery, employment law and company legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements of the . We Group also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and taxation legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure, and management bias in accounting estimates and judgemental areas of the financial statements. Audit procedures performed by the audit engagement team included: |
| - Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud; |
| - Understanding of management’s internal controls designed to prevent and detect irregularities, and fraud; |
| - Reviewing the Group’s legal costs to check for non-compliance with laws and regulations and fraud; |
| - Reviewing Board of Directors minutes; |
| - Review of tax compliance with the involvement of our tax specialists in the audit; |
| - Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing of expenses; |
| -Testing transactions entered into outside of the normal course of the Group’s business; and |
| -Identifying and testing journal entries, in particular any journal entries with fraud characteristics |
| There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Report of the Independent Auditors to the Members of |
| Audience Systems Limited |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Statutory Auditor |
| Chartered Accountants |
| Lennox House |
| 3 Pierrepont Street |
| Bath |
| Somerset |
| BA1 1LB |
| Audience Systems Limited (Registered number: 01043134) |
| Consolidated |
| Income Statement |
| for the Year Ended 31 December 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ | £ |
| TURNOVER | 5 | 14,535,895 | 15,847,167 |
| Cost of sales | 9,503,379 | 10,487,514 |
| GROSS PROFIT | 5,032,516 | 5,359,653 |
| Distribution costs | 658,888 | 701,352 |
| Administrative expenses | 3,924,860 | 3,769,577 |
| 4,583,748 | 4,470,929 |
| 448,768 | 888,724 |
| Other operating income | 30,000 | - |
| OPERATING PROFIT | 7 | 478,768 | 888,724 |
| Interest payable and similar expenses | 8 | - | 143 |
| PROFIT BEFORE TAXATION | 478,768 | 888,581 |
| Tax on profit | 9 | 149,107 | 239,417 |
| PROFIT FOR THE FINANCIAL YEAR |
| Profit attributable to: |
| Owners of the parent | 329,661 | 649,164 |
| Audience Systems Limited (Registered number: 01043134) |
| Consolidated |
| Other Comprehensive Income |
| for the Year Ended 31 December 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| PROFIT FOR THE YEAR | 329,661 | 649,164 |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
329,661 |
649,164 |
| Total comprehensive income attributable to: |
| Owners of the parent | 329,661 | 649,164 |
| Audience Systems Limited (Registered number: 01043134) |
| Consolidated Balance Sheet |
| 31 December 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 12 | 357,214 | 396,974 |
| Tangible assets | 13 | 1,015,478 | 975,537 |
| Investments | 14 | - | - |
| 1,372,692 | 1,372,511 |
| CURRENT ASSETS |
| Stocks | 15 | 1,097,131 | 1,531,096 |
| Debtors | 16 | 3,651,327 | 4,880,826 |
| Cash at bank and in hand | 1,584,419 | 775,458 |
| 6,332,877 | 7,187,380 |
| CREDITORS |
| Amounts falling due within one year | 17 | 2,792,637 | 3,100,192 |
| NET CURRENT ASSETS | 3,540,240 | 4,087,188 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
4,912,932 |
5,459,699 |
| PROVISIONS FOR LIABILITIES | 20 | 187,166 | 147,985 |
| NET ASSETS | 4,725,766 | 5,311,714 |
| CAPITAL AND RESERVES |
| Called up share capital | 21 | 3,011,871 | 3,011,871 |
| Revaluation reserve | 22 | 169,282 | 169,282 |
| Retained earnings | 22 | 1,544,613 | 2,130,561 |
| SHAREHOLDERS' FUNDS | 4,725,766 | 5,311,714 |
| The financial statements were approved by the Board of Directors and authorised for issue on 8 September 2026 and were signed on its behalf by: |
| G Pillinger - Director |
| Audience Systems Limited (Registered number: 01043134) |
| Company Balance Sheet |
| 31 December 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 12 |
| Tangible assets | 13 |
| Investments | 14 |
| CURRENT ASSETS |
| Stocks | 15 |
| Debtors | 16 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 17 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| PROVISIONS FOR LIABILITIES | 20 |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 21 |
| Revaluation reserve | 22 |
| Retained earnings | 22 |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | 285,874 | 552,819 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Audience Systems Limited (Registered number: 01043134) |
| Consolidated Statement of Changes in Equity |
| for the Year Ended 31 December 2025 |
| Called up |
| share | Retained | Revaluation | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2024 | 3,011,871 | 1,481,397 | 169,282 | 4,662,550 |
| Changes in equity |
| Total comprehensive income | - | 649,164 | - | 649,164 |
| Balance at 31 December 2024 | 3,011,871 | 2,130,561 | 169,282 | 5,311,714 |
| Changes in equity |
| Dividends | - | (915,609 | ) | - | (915,609 | ) |
| Total comprehensive income | - | 329,661 | - | 329,661 |
| Balance at 31 December 2025 | 3,011,871 | 1,544,613 | 169,282 | 4,725,766 |
| Audience Systems Limited (Registered number: 01043134) |
| Company Statement of Changes in Equity |
| for the Year Ended 31 December 2025 |
| Called up |
| share | Retained | Revaluation | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2024 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2024 |
| Changes in equity |
| Dividends | - | ( |
) | - | ( |
) |
| Total comprehensive income | - |
| Balance at 31 December 2025 |
| Audience Systems Limited (Registered number: 01043134) |
| Consolidated Cash Flow Statement |
| for the Year Ended 31 December 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 2,077,952 | (265,981 | ) |
| Interest paid | - | (143 | ) |
| Tax paid | (118,899 | ) | - |
| Net cash from operating activities | 1,959,053 | (266,124 | ) |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | (234,483 | ) | (208,235 | ) |
| Sale of tangible fixed assets | - | 6,000 |
| Net cash from investing activities | (234,483 | ) | (202,235 | ) |
| Cash flows from financing activities |
| Equity dividends paid | (915,609 | ) | - |
| Net cash from financing activities | (915,609 | ) | - |
| Increase/(decrease) in cash and cash equivalents | 808,961 | (468,359 | ) |
| Cash and cash equivalents at beginning of year |
2 |
775,458 |
1,243,817 |
| Cash and cash equivalents at end of year |
2 |
1,584,419 |
775,458 |
| Audience Systems Limited (Registered number: 01043134) |
| Notes to the Consolidated Cash Flow Statement |
| for the Year Ended 31 December 2025 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| 2025 | 2024 |
| £ | £ |
| Profit before taxation | 478,768 | 888,581 |
| Depreciation charges | 234,302 | 224,019 |
| Profit on disposal of fixed assets | - | (3,969 | ) |
| (Decrease)/Increase in deferred income | - | (60,473 | ) |
| Finance costs | - | 143 |
| 713,070 | 1,048,301 |
| Decrease/(increase) in stocks | 433,965 | (89,162 | ) |
| Decrease/(increase) in trade and other debtors | 1,228,664 | (131,560 | ) |
| Decrease in trade and other creditors | (297,747 | ) | (1,093,560 | ) |
| Cash generated from operations | 2,077,952 | (265,981 | ) |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Year ended 31 December 2025 |
| 31.12.25 | 1.1.25 |
| £ | £ |
| Cash and cash equivalents | 1,584,419 | 775,458 |
| Year ended 31 December 2024 |
| 31.12.24 | 1.1.24 |
| £ | £ |
| Cash and cash equivalents | 775,458 | 1,243,817 |
| 3. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 1.1.25 | Cash flow | At 31.12.25 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | 775,458 | 808,961 | 1,584,419 |
| 775,458 | 808,961 | 1,584,419 |
| Total | 775,458 | 808,961 | 1,584,419 |
| Audience Systems Limited (Registered number: 01043134) |
| Notes to the Consolidated Financial Statements |
| for the Year Ended 31 December 2025 |
| 1. | STATUTORY INFORMATION |
| Audience Systems Limited is a |
| 2. | STATEMENT OF COMPLIANCE |
| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. |
| 3. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The principal accounting policies applied in the preparation of these financial statements are set out below. |
| These policies have been consistently applied to all the years presented, unless otherwise stated. |
| Functional and presentation currency |
| The company's functional and presentation currency is Sterling (£). |
| Turnover |
| Turnover is recognised at the fair value of the consideration received or receivable for goods and services |
| provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. |
| Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably. |
| Revenue from contracts for the provision of services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable. |
| Intangible assets |
| Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. |
| Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity. |
| Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases: |
| Software | 25% straight line |
| Development costs | 33% straight line |
| Other software | 10% straight line |
| Trademarks | 5% straight line |
| Audience Systems Limited (Registered number: 01043134) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 3. | ACCOUNTING POLICIES - continued |
| Tangible fixed assets |
| Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. |
| Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases: |
| Leasehold land and buildings | Over remaining life of the lease |
| Plant and equipment | 25% reducing balance |
| Tooling | 10% straight line |
| Fixtures and fittings | 25% reducing balance |
| Computer equipment | Straight line over 4 years |
| Motor vehicles | 25% straight line |
| The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss. |
| Stocks |
| Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. |
| Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement |
| cost, adjusted where applicable for any loss of service potential. |
| At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks |
| over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss. |
| Audience Systems Limited (Registered number: 01043134) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 3. | ACCOUNTING POLICIES - continued |
| Investments in subsidiaries |
| Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. |
| A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. |
| An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities. |
| Financial instruments |
| The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument. |
| Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
| Basic financial assets |
| Basic financial assets, which include 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 |
| 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. |
| Impairment of financial assets |
| 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. |
| Derecognition of financial assets |
| Audience Systems Limited (Registered number: 01043134) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 3. | ACCOUNTING POLICIES - continued |
| Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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. |
| Classification of financial liabilities |
| Financial liabilities and equity instruments are classified according to the substance of the contractual |
| arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. |
| 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. |
| Other financial liabilities |
| Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge. |
| Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy. |
| Derecognition of financial liabilities |
| Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled. |
| Taxation |
| 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date. |
| Audience Systems Limited (Registered number: 01043134) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 3. | ACCOUNTING POLICIES - continued |
| Deferred tax |
| 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 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 when the company has 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. |
| Research and development |
| 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 feasibility feasibility can be demonstrated. |
| Foreign exchange |
| 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. |
| Hire purchase and leasing commitments |
| 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 leases asset are consumed. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| Employee benefits |
| 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. |
| Equity instruments |
| Equity instruments issued by the company 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 company. |
| Audience Systems Limited (Registered number: 01043134) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 4. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
| In the application of the company’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.. |
| Critical judgements |
| The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements. |
| Doubtful debts |
| The directors have reviewed all significant debts on a case by case basis and have made a provision for doubtful debts based upon their knowledge of both the specific customer and the current economic conditions within the industry. |
| Key sources of estimation uncertainty |
| The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows. |
| Depreciation and amortisation |
| The directors use their knowledge of the business and the industry to estimate the useful life and residual value of property, plant and equipment in order to arrive at applicable depreciation and amortisation rates. In accordance with Section 17 of FRS 102, the directors review and update these estimates if there are indicators that current estimates should change. |
| It must be noted that there is inherent uncertainty within these estimates as factors such as unexpected wear and tear, technological advancements and changes in market prices may result in future changes to the appropriate rate of depreciation and amortisation. The carrying value of property, plant and equipment at the balance sheet date is set out in the notes to these financial statements. |
| Contracts |
| The company has a number of contracts which requires the company to exercise judgement over contractual entitlements. The range of potential outcomes in future financial periods could result in a material positive or negative movement to underlying profitability and cash flow. |
| Estimates are made and re-evaluated at each reporting date as to the quantum and timing of liabilities arising from complete contracts. The carrying value of amounts recoverable on contracts at the balance sheet date is set out in the notes to these financial statements. |
| 5. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the group. |
| An analysis of turnover by class of business is given below: |
| 2025 | 2024 |
| £ | £ |
| Goods | 11,442,311 | 12,778,741 |
| Services | 3,093,584 | 3,068,426 |
| 14,535,895 | 15,847,167 |
| Audience Systems Limited (Registered number: 01043134) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 5. | TURNOVER - continued |
| An analysis of turnover by geographical market is given below: |
| 2025 | 2024 |
| £ | £ |
| United Kingdom | 8,169,279 | 8,924,348 |
| North America | 2,629,024 | 2,710,966 |
| Rest of the world | 3,737,592 | 4,211,853 |
| 14,535,895 | 15,847,167 |
| 6. | EMPLOYEES AND DIRECTORS |
| 2025 | 2024 |
| £ | £ |
| Wages and salaries | 4,659,473 | 4,728,832 |
| Social security costs | 542,047 | 438,143 |
| Other pension costs | 239,430 | 175,337 |
| 5,440,950 | 5,342,312 |
| The average number of employees during the year was as follows: |
| 2025 | 2024 |
| Production | 92 | 98 |
| Other departments | 38 | 40 |
| 2025 | 2024 |
| £ | £ |
| Directors' remuneration | 222,783 | 273,280 |
| Directors' pension contributions to money purchase schemes | 80,472 | 18,729 |
| Information regarding the highest paid director is as follows: |
| 2025 | 2024 |
| £ | £ |
| Emoluments ect | 111,245 | 156,818 |
| Pension contributions on money purchase schemes | 63,222 | 10,729 |
| 7. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 2025 | 2024 |
| £ | £ |
| Other operating leases | 305,705 | 306,699 |
| Depreciation - owned assets | 194,542 | 183,671 |
| Profit on disposal of fixed assets | - | (3,969 | ) |
| Patents and licences amortisation | 25,000 | 25,000 |
| Development costs amortisation | 2,392 | 3,280 |
| Computer software amortisation | 12,368 | 12,067 |
| Auditors' remuneration | 19,500 | 17,240 |
| Foreign exchange differences | 53,760 | 21,291 |
| Accountancy | 12,400 | - |
| Audience Systems Limited (Registered number: 01043134) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2025 | 2024 |
| £ | £ |
| Bank interest | - | 143 |
| 9. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 2025 | 2024 |
| £ | £ |
| Current tax: |
| UK corporation tax | 109,926 | 46,899 |
| Deferred tax | 39,181 | 192,518 |
| Tax on profit | 149,107 | 239,417 |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2025 | 2024 |
| £ | £ |
| Profit before tax | 478,768 | 888,581 |
| Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) |
119,692 |
222,145 |
| Effects of: |
| Expenses not deductible for tax purposes | 59,792 | 44,608 |
| Capital allowances in excess of depreciation | (24,968 | ) | - |
| Depreciation in excess of capital allowances | - | 27,090 |
| tax purposes |
| Added back expenses for tax purposes | (44,590 | ) | (42,231 | ) |
| excess of capital allowances |
| Deferred tax | 39,181 | 192,518 |
| Tax losses utilised in the year | - | (204,713 | ) |
| Total tax charge | 149,107 | 239,417 |
| 10. | INDIVIDUAL INCOME STATEMENT |
| As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
| Audience Systems Limited (Registered number: 01043134) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 11. | DIVIDENDS |
| 2025 | 2024 |
| £ | £ |
| Ordinary shares shares of 1.00 each |
| Interim | 288,457 | - |
| A Redeemable Preference Shares shares of 1.00 each |
| Interim | 79,952 | - |
| B Redeemable Preference Shares shares of 1.00 each |
| Interim | 547,200 | - |
| 915,609 | - |
| 12. | INTANGIBLE FIXED ASSETS |
| Group |
| Patents |
| and | Development | Computer |
| licences | costs | software | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 January 2025 |
| and 31 December 2025 | 500,000 | 358,621 | 261,706 | 1,120,327 |
| AMORTISATION |
| At 1 January 2025 | 175,000 | 350,356 | 197,997 | 723,353 |
| Amortisation for year | 25,000 | 2,392 | 12,368 | 39,760 |
| At 31 December 2025 | 200,000 | 352,748 | 210,365 | 763,113 |
| NET BOOK VALUE |
| At 31 December 2025 | 300,000 | 5,873 | 51,341 | 357,214 |
| At 31 December 2024 | 325,000 | 8,265 | 63,709 | 396,974 |
| Company |
| Patents |
| and | Development | Computer |
| licences | costs | software | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 January 2025 |
| and 31 December 2025 |
| AMORTISATION |
| At 1 January 2025 |
| Amortisation for year |
| At 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| Audience Systems Limited (Registered number: 01043134) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 13. | TANGIBLE FIXED ASSETS |
| Group |
| Long |
| leasehold |
| and |
| assets | Improvements |
| under | to | Plant and |
| construction | property | machinery |
| £ | £ | £ |
| COST |
| At 1 January 2025 | 488,478 | 38,038 | 1,935,700 |
| Additions | 114,978 | - | 93,029 |
| Disposals | - | - | (54,654 | ) |
| Reclassification/transfer | (91,792 | ) | - | 91,792 |
| At 31 December 2025 | 511,664 | 38,038 | 2,065,867 |
| DEPRECIATION |
| At 1 January 2025 | 224,836 | 38,038 | 1,456,581 |
| Charge for year | 12,959 | - | 90,205 |
| Eliminated on disposal | - | - | (54,654 | ) |
| At 31 December 2025 | 237,795 | 38,038 | 1,492,132 |
| NET BOOK VALUE |
| At 31 December 2025 | 273,869 | - | 573,735 |
| At 31 December 2024 | 263,642 | - | 479,119 |
| Fixtures |
| and | Motor | Computer |
| fittings | vehicles | equipment | Totals |
| £ | £ | £ | £ |
| COST |
| At 1 January 2025 | 410,734 | 302,437 | 242,192 | 3,417,579 |
| Additions | 5,915 | - | 20,561 | 234,483 |
| Disposals | - | - | (113,700 | ) | (168,354 | ) |
| Reclassification/transfer | - | - | - | - |
| At 31 December 2025 | 416,649 | 302,437 | 149,053 | 3,483,708 |
| DEPRECIATION |
| At 1 January 2025 | 335,510 | 175,213 | 211,864 | 2,442,042 |
| Charge for year | 39,652 | 36,868 | 14,858 | 194,542 |
| Eliminated on disposal | - | - | (113,700 | ) | (168,354 | ) |
| At 31 December 2025 | 375,162 | 212,081 | 113,022 | 2,468,230 |
| NET BOOK VALUE |
| At 31 December 2025 | 41,487 | 90,356 | 36,031 | 1,015,478 |
| At 31 December 2024 | 75,224 | 127,224 | 30,328 | 975,537 |
| Audience Systems Limited (Registered number: 01043134) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 13. | TANGIBLE FIXED ASSETS - continued |
| Company |
| Long |
| leasehold |
| and |
| assets | Fixtures |
| under | Plant and | and |
| construction | machinery | fittings |
| £ | £ | £ |
| COST |
| At 1 January 2025 |
| Additions |
| Disposals | ( |
) |
| Reclassification/transfer | ( |
) |
| At 31 December 2025 |
| DEPRECIATION |
| At 1 January 2025 |
| Charge for year |
| Eliminated on disposal | ( |
) |
| At 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| Motor | Computer |
| vehicles | equipment | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2025 |
| Additions |
| Disposals | ( |
) | ( |
) |
| Reclassification/transfer |
| At 31 December 2025 |
| DEPRECIATION |
| At 1 January 2025 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) |
| At 31 December 2025 |
| NET BOOK VALUE |
| At 31 December 2025 |
| At 31 December 2024 |
| Audience Systems Limited (Registered number: 01043134) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 14. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in group undertaking |
| £ |
| COST |
| At 1 January 2024 | 12,000 |
| At 31 December 2024 | 12,000 |
| NET BOOK VALUE |
| At 31 December 2024 | 12,000 |
| At 31 December 2023 | 12,000 |
| The company's subsidiaries at the balance sheet date included in the consolidated accounts are the following: |
Company name |
Registered office |
Nature of business |
Class of shares held |
% Held |
| Audience Upholstery Limited |
19b Washington Road, West Wilts Trading Estate,Westbury, England, BA13 4JP |
Furniture manufacture |
A Ordinary |
100% |
| 15. | STOCKS |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Stocks | 1,035,896 | 1,353,759 |
| Work-in-progress | 61,235 | 177,337 |
| 1,097,131 | 1,531,096 |
| 16. | DEBTORS |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Amounts falling due within one year: |
| Trade debtors | 2,012,967 | 2,017,300 |
| Amounts owed by group undertakings | 69,382 | 956,817 |
| Other debtors | 2,411 | 13,045 |
| VAT | - | 46,445 |
| Prepayments and accrued income | 1,504,363 | 1,785,015 |
| 3,589,123 | 4,818,622 |
| Audience Systems Limited (Registered number: 01043134) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 16. | DEBTORS - continued |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Amounts falling due after more than one | year: |
| Other debtors | 62,204 | 62,204 |
| Aggregate amounts | 3,651,327 | 4,880,826 |
| 17. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Trade creditors | 433,413 | 507,199 |
| Amounts owed to group undertakings | 14,298 | 164,498 |
| Tax | 37,926 | 46,899 |
| Social security and other taxes | 111,068 | 96,371 |
| VAT | 206,924 | - | 206,924 | - |
| Other creditors | 54,933 | 17,270 |
| Accruals and deferred income | 1,934,075 | 2,267,955 |
| 2,792,637 | 3,100,192 |
| 18. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Non-cancellable |
| operating leases |
| 2025 | 2024 |
| £ | £ |
| Within one year | 325,053 | 265,009 |
| Between one and five years | 955,734 | 944,702 |
| In more than five years | 3,549,185 | 3,745,585 |
| 4,829,972 | 4,955,296 |
| Company |
| Non-cancellable |
| operating leases |
| 2025 | 2024 |
| £ | £ |
| Within one year |
| Between one and five years |
| In more than five years |
| Audience Systems Limited (Registered number: 01043134) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 19. | FINANCIAL INSTRUMENTS |
| The carrying value of the company's financial assets and liabilities are summarised by category below: |
| 2024 | 2024 |
| £ | £ |
| Financial Assets |
| Measured at undiscounted amount receivable |
| - Trade and other debtors and accrued income | 3,630,791 | 4,658,236 |
| - Cash at bank and at hand | 1,526,234 | 775,459 |
| 5,157,025 | 5,433,695 |
| Financial liabilities |
| Measured at undiscounted amount payable |
| - Trade and other creditors | (2,430,155 | ) | (2,916,700 | ) |
| (2,430,155 | ) | (2,916,700 | ) |
| Exposure to foreign currency, credit, liquidity and cash flow interest rate risks arises in the normal course of the company's business. These risks are limited by the company's financial management policies and practices described below. |
| Foreign currency risk |
| The company has limited exposure to foreign currency risk. Substantially all of the company's sales and purchases are denominated in sterling. |
| Credit risk and market risk |
| The company is at risk from its customers defaulting in making payments for goods that have been supplied to them. |
| Liquidity risk |
| The directors have ultimate responsibility for liquidity risk management in maintaining adequate reserves. They do this by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. |
| Cash flow interest rate risk |
| The company is exposed to interest rate risk through the impact of rate changes on interest-bearing borrowings. The company's policy is to obtain the most favourable interest rates available for its borrowings. |
| The company has no significant interest-bearing assets and liabilities. |
| The company does not use any derivative instruments to reduce its economic exposure to changes in interest rates. |
| 20. | PROVISIONS FOR LIABILITIES |
| Group | Company |
| 2025 | 2024 | 2025 | 2024 |
| £ | £ | £ | £ |
| Deferred tax | 187,166 | 147,985 | 189,442 | 152,722 |
| Audience Systems Limited (Registered number: 01043134) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 20. | PROVISIONS FOR LIABILITIES - continued |
| Group |
| Deferred |
| tax |
| £ |
| Balance at 1 January 2025 | 147,985 |
| Provided during year | 39,181 |
| Balance at 31 December 2025 | 187,166 |
| Company |
| Deferred |
| tax |
| £ |
| Balance at 1 January 2025 |
| Short term timing differences | (19,989 | ) |
| Accelerated capital allowances | 56,709 |
| Balance at 31 December 2025 |
| 21. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | £ | £ |
| Ordinary shares | 1.00 | 948,871 | 948,871 |
| A Redeemable Preference Shares | 1.00 | 263,000 | 263,000 |
| B Redeemable Preference Shares | 1.00 | 1,800,000 | 1,800,000 |
| 3,011,871 | 3,011,871 |
| The company has one class of ordinary shares which entitle the holder to one vote each, to receive dividends and capital distributions on a winding up in proportion to the amount paid up on each share. Additionally, the company has in issue 2,063,000 redeemable preference shares of £1 each. These shares are redeemable at the option of the company and do not carry voting rights. |
| 22. | RESERVES |
| Group |
| Retained | Revaluation |
| earnings | reserve | Totals |
| £ | £ | £ |
| At 1 January 2025 | 2,130,561 | 169,282 | 2,299,843 |
| Profit for the year | 329,661 | 329,661 |
| Dividends | (915,609 | ) | (915,609 | ) |
| At 31 December 2025 | 1,544,613 | 169,282 | 1,713,895 |
| Audience Systems Limited (Registered number: 01043134) |
| Notes to the Consolidated Financial Statements - continued |
| for the Year Ended 31 December 2025 |
| 22. | RESERVES - continued |
| Company |
| Retained | Revaluation |
| earnings | reserve | Totals |
| £ | £ | £ |
| At 1 January 2025 | 2,344,047 |
| Profit for the year |
| Dividends | ( |
) | ( |
) |
| At 31 December 2025 | 1,714,312 |
| 23. | CAPITAL COMMITMENTS |
| As at 31 December 2025, the company had capital commitments relating to plant and machinery amounting to £86,338. |
| 24. | RELATED PARTY DISCLOSURES |
| Entities with control, joint control or significant influence over the entity |
| 2025 | 2024 |
| £ | £ |
| Sales | 101,418 | - |
| Purchases | 235,700 | - |
| Amount due from related party | 33,814 | 415,125 |
| Entities over which the entity has control, joint control or significant influence |
| 2025 | 2024 |
| £ | £ |
| Sales | 69,600 | 69,600 |
| Purchases | 903,825 | 1,206,706 |
| Amount due from related party | 1,085 | 89,246 |
| Other related parties |
| 2025 | 2024 |
| £ | £ |
| Sales | 656,460 | 1,220,542 |
| Purchases | 55,309 | 79,643 |
| Amount due from related party | 21,271 | 273,421 |