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Registered number: 03159204
S G ACOUSTICS LIMITED
UNAUDITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 29 DECEMBER 2019
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S G ACOUSTICS LIMITED
REGISTERED NUMBER: 03159204
BALANCE SHEET
AS AT 29 DECEMBER 2019
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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S G ACOUSTICS LIMITED
REGISTERED NUMBER: 03159204
BALANCE SHEET (CONTINUED)
AS AT 29 DECEMBER 2019
The director considers that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................
T M Harris
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The notes on pages 3 to 13 form part of these financial statements.
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S G ACOUSTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2019
SG Acoustics Limited is a private limited company, limited by shares, incorporated in England and Wales, registration number 03159204.
The registered office of the business is IAG House, 13-14 Glebe Road, Huntingdon, Cambridgeshire, PE29 7DL, which is also the principal place of business.
The principal activities of the Company was the repair and servicing of electrical audio products under brand names owned by itself or companies under common ownership.
The financial statements are presented in Sterling, which is also the functional currency of the business, rounded to nearest £1.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The following principal accounting policies have been applied:
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Financial reporting standard 102 - reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of IAG Limited as at 29 December 2019 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
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S G ACOUSTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2019
2.Accounting policies (continued)
The financial statements have been prepared on a going concern basis. The Company is reliant upon the continued support of IAG Limited (registered in Hong Kong) and its subsidiaries. These accounts have been prepared on the basis that no funding will be withdrawn and additional funding will become available when and if required. In considering whether the going concern basis is appropriate the directors have considered a period of 12 months from the date these financial statements are signed. The Directors have considered relevant information, including the annual budget, forecast future cash flows and the impact of subsequent events (including the impact of Covid-19) in making their assessment.
Between the balance sheet date and the date of approval of the financial statements, the coronavirus pandemic struck the United Kingdom. The pandemic has resulted in restrictions being imposed, including national lockdowns. This has changed consumer spending habits and as a result, the Company has experienced an increase in sales and started to generate a profit.
Whilst trade with EU based customers and suppliers is minimal the Directors are watching the outcome of the ongoing Brexit negotiations closely. The products sold by the company are manufactured in China and shipped directly to the United Kingdom. However the ports in the UK are currently experiencing large delays in allowing product into the country as a result of Brexit which could lead to short term supply issues for the company. The Directors are comfortable that any potential issues will be minimised by careful stock management.
Based on these assessments and having regard to the resources available to the entity, the Directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and accounts.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Income and Retained Earnings.
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S G ACOUSTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2019
2.Accounting policies (continued)
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted averagebasis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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S G ACOUSTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2019
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
No provision is made for costs to be incurred in accordance with the Company's terms of warranty but the actual costs are expensed as incurred.
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S G ACOUSTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2019
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Income and Retained Earnings except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of Income and Retained Earnings within 'other operating income'.
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S G ACOUSTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2019
2.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Income and Retained Earnings.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.
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The average monthly number of employees, including directors, during the year was 1 (2018 - 1).
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Charge for the year on owned assets
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S G ACOUSTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2019
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Finished goods and goods for resale
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Amounts owed by group undertakings
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Prepayments and accrued income
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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S G ACOUSTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2019
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Charged to profit or loss
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The deferred tax asset is made up as follows:
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Tax losses carried forward
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Due to the uncertainties surrounding the Company's ability to generate future taxable profits, deferred tax assets are only recognised on profits generated post year end up to the date of approval of the financial statements.
In addition to the deferred tax asset that has been recognised the Company have an unprovided deferred tax asset of £337,118. This relates to additional taxable losses carried forward of £1,773,079 and £1,225 in relation to other temporary timing differences which could be utilised at the current tax rate of 19
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Allotted, called up and fully paid
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200,000 (2018 - 200,000) Ordinary shares of £1.00 each
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The Ordinary shares have full voting, dividend and capital distribution rights.
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Profit and loss account
The profit and loss reserve represents all current and prior period profits and losses.
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S G ACOUSTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2019
At the balance sheet date the Company had a banking facility of a maximum of £5,000 (2018 - £5,000) held jointly and severally with a fellow subsidiary undertaking. A fixed and floating charge over the assets of the Company has been given in security for the facility. The directors are of the opinion that no additional liabilities are likely to arise from this guarantee.
The Company is registered for VAT purposes in a group of undertakings which share a common registration number. As a result, it has jointly guaranteed the VAT liability of the Group and failure by the other members of the Group may give rise to additional liabilities to the Company. The total group VAT balance at the year end is a debtor of £36,861 (2018 - debtor of £34,974). The Directors are of the opinion that no additional liabilities are likely to arise from this guarantee.
A bank loan held within a fellow subsidiary is secured by a fixed charge over the freehold property to which it relates and a floating charge over the assets of the Group by way of a multilateral guarantee held with the bank. As at 29 December 2019 the Group had credit balances with the bank totalling £97,770 (2018 – a liability due to the bank of £83,368).
For the period of these accounts the Company’s ultimate parent company and ultimate controlling party was Greenwell Developments Limited, a company registered in the British Virgin Islands. Its beneficial owners were Chang Kwang Wu and Chang Tai Wu by virtue of their majority shareholdings.
IAG Limited, a company registered in England and Wales, is the parent undertaking which heads the
highest group of undertakings for which group accounts are drawn up and of which the Company is a
member. The accounts of IAG Limited are available to the public from Companies House.
On 12 February 2020 the majority shareholders of the company restructured their business interests worldwide. From this date IAG Limited’s immediate parent company is IAG Macao Commercial Services Limited, a company registered in Hong Kong. The ultimate parent company is IAG Limited, a company registered in Hong Kong. The beneficial owners and ultimate controlling parties remain Chang Kwang Wu and Chang Tai Wu by virtue of their majority shareholdings in IAG Limited, a company registered in Hong Kong.
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S G ACOUSTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2019
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Related party transactions
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During the year the Company entered into the following transactions with companies under common control with IAG Limited:
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IAG Macao Commercial Services Limited
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Recharge at cost of expenses incurred and raw materials purchased by the Company on behalf of the related party
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Recharge at cost of expenses incurred and raw materials purchased by the Company on behalf of the related party
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S G ACOUSTICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2019
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Related party transactions (continued)
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Recharge at cost of expenses incurred and raw materials purchased by the Company on behalf of the related party
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It is not the intention of IAG Macao Commercial Services Limited and IAG Group Limited to demand repayment of the owed balances in the foreseeable future and they confirm that they will both continue to support the UK group financially as required in future years and that they are in a position to do so.
IAG Macao Commercial Services Limited and IAG Group Limited will only call for repayment when IAG Limited has sufficient funds to repay the balance without detriment to the other creditors of the group.
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