ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Registered number: 00265006

CML INNOVATIVE TECHNOLOGIES LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Whitings LLP

Chartered Accountants & Business Advisers

Greenwood House

Greenwood Court

Skyliner Way

Bury St Edmunds

Suffolk

IP32 7GY

CML INNOVATIVE TECHNOLOGIES LIMITED

COMPANY INFORMATION

Directors	Mr D Unwin (resigned 28 April 2025)
	Mr M Feavearyear (resigned 28 April 2025)
	Mr T Oshino (appointed 28 April 2025)
	Mr D Tyler (appointed 28 April 2025)
	Mr A Palfrey (appointed 28 April 2025)


Registered number	00265006


Registered office	15 - 16 Headstocks Industrial Park
	Merchant Way
	Watnall
	Nottingham
	NG16 1AA


Independent auditors	Whitings LLP
	Chartered Accountants & Statutory Auditors
	Greenwood House
	Greenwood Court
	Skyliner Way
	Bury St Edmunds
	Suffolk
	IP32 7GY


Bankers	HSBC Bank PLC
	8 Canada Square
	London
	E14 5HQ

CML INNOVATIVE TECHNOLOGIES LIMITED

CONTENTS

	Page
Directors' Report	1 - 2
Independent Auditors' Report	3 - 6
Statement of Comprehensive Income	7
Statement of Financial Position	8
Notes to the Financial Statements	9 - 25

CML INNOVATIVE TECHNOLOGIES LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments 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 Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.

Directors

The directors who served during the year were:

Mr D Unwin (resigned 28 April 2025)

Mr M Feavearyear (resigned 28 April 2025)

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Page 1

CML INNOVATIVE TECHNOLOGIES LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Auditors

The auditors, Whitings LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

Mr D Tyler

Director

Date: 11 September 2025

Page 2

CML INNOVATIVE TECHNOLOGIES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CML INNOVATIVE TECHNOLOGIES LIMITED

Opinion

We have audited the financial statements of CML Innovative Technologies Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its loss for the year then ended;

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

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

Basis for opinion

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

Emphasis of matter

We draw attention to note 2.2 to the financial statements which explains that the directors intend to hive up the trade and assets of the company and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in note 2.2. Our opinion is not modified in respect of this matter.

Page 3

CML INNOVATIVE TECHNOLOGIES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CML INNOVATIVE TECHNOLOGIES LIMITED (CONTINUED)

Other information

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

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in 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, or returns adequate for our audit have not been received from branches not visited by us; or

∙the 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; or

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

Page 4

CML INNOVATIVE TECHNOLOGIES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CML INNOVATIVE TECHNOLOGIES LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

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 an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

∙Enquiry of management about any known or suspected instances of non-compliance with laws and regulations, accidents in the workplace, and fraud;

∙Enquiry of management around actual and potential litigation and claims;

∙Reviewing compliance with laws and regulations;

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

∙Challenging assumptions and judgements made by management in their significant accounting estimates; and

∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the course of normal business.

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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 Auditors' Report.

Page 5

CML INNOVATIVE TECHNOLOGIES LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CML INNOVATIVE TECHNOLOGIES LIMITED (CONTINUED)

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 Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Jaimie King ACA (Senior Statutory Auditor)

for and on behalf of

Whitings LLP

Chartered Accountants

Statutory Auditors

Greenwood House

Greenwood Court

Skyliner Way

Bury St Edmunds

Suffolk

IP32 7GY

11 September 2025

Page 6

CML INNOVATIVE TECHNOLOGIES LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£000	£000


Turnover	4	2,224	2,250
Cost of sales		(1,918)	(1,876)
Gross profit		306	374
Distribution costs		(31)	(33)
Administrative expenses		(410)	(369)
Operating loss	5	(135)	(28)
Interest receivable and similar income	8	142	117
Interest payable and similar expenses	9	(108)	(65)
Other finance income		51	66
(Loss)/profit before tax		(50)	90
(Loss)/profit for the financial year		(50)	90

Other comprehensive income for the year
Actuarial gain/(loss) on defined benefit pension scheme	(251)	(266)
Other comprehensive income for the year	(251)	(266)
Total comprehensive income for the year	(301)	(176)

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

The notes on pages 9 to 25 form part of these financial statements.

Page 7

CML INNOVATIVE TECHNOLOGIES LIMITED

REGISTERED NUMBER: 00265006

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£000		£000

Fixed assets
Tangible assets	12		11		19
			11		19
Current assets
Stocks	13	586		612
Debtors: amounts falling due after more than one year	14	-		3,562
Debtors: amounts falling due within one year	14	3,814		607
Cash at bank and in hand	15	986		887
		5,386		5,668
Creditors: amounts falling due within one year	16	(1,904)		(1,913)
Net current assets			3,482		3,755
Total assets less current liabilities			3,493		3,774
Provisions for liabilities
Other provisions	18	(20)		-
Pension asset/(liability)	20		-		-
Net assets			3,473		3,774

Capital and reserves
Called up share capital	19	47	47
Capital redemption reserve		46	46
Profit and loss account		3,380	3,681
		3,473	3,774

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 were approved and authorised for issue by the board and were signed on its behalf by:

Mr D Tyler	Mr A Palfrey
Director	Director
Date: 11 September 2025

The notes on pages 9 to 25 form part of these financial statements.

Page 8

CML INNOVATIVE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

CML Innovative Technologies Limited is a private company limited by shares and incorporated in England and Wales. The company's principal activity is the manufacture and marketing of lamp assemblies, added value assemblies and sales of factored lighting products.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Going concern

The company was sold on 28 April 2025. The directors intend to hive up the trade and assets of the business into its immediate parent company. Consequently, the accounts are not prepared on a going concern basis but instead on a non-going concern basis. Since all the assets and liabilities are measured at their recoverable value, no adjustments were necessary to the valuation of net assets which are included in these financial statements.
The comparative financial information is prepared on the going concern basis. Sufficient funds are available to support the business activities until the hive up occurs.

2.3

Foreign currency translation

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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Page 9

CML INNOVATIVE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:

Sale of goods

Turnover 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 turnover 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.

2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 10

CML INNOVATIVE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

Defined benefit pension plan
The Company operated a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including but not limited to age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan.
The liability recognised in the Statement of Financial Position in the comparative period in respect of the defined benefit plan is the present value of the defined obligation at the end of the 31 December less the fair value of the plan assets at the reporting date (if any) out of which the obligations are to be settled.
The defined benefit obligation is calculated using the projected unit credit method. Annually the company engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating to the estimated period of the future payments ('discount rate').
The fair value of plan assets is measured in accordance with the FRS 102 fair value hierachy and in accordance with the Company's policy for similarly held assets. This includes the use of appropriate valuation techniques.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as 'Remeasurement of net defined benefit liability'.
The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:
a) the increase in net pension benefit liability arising from employee service during the period; and
b) the cost of plan introductions, benefit changes, curtailments and settlements.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as a 'finance expense'.
On 19 December 2024 the company left the defined benefit pension scheme and its liabilities under the scheme were transferred to another group company. As a result, the net accounting position at this date has been derecognised and no liability exists at 31 December 2024.

Page 11

CML INNOVATIVE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting 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 reporting 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 reporting date.

2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Development expenditure

five years

Page 12

CML INNOVATIVE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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:

Leasehold land and buildings	-	over the term of the lease
Plant and machinery	-	over 3 to 10 years
Fixtures and fittings	-	over 3 to 10 years
Computer equipment	-	over 3 to 10 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.13

Stocks

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 first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting 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.

2.14

Debtors

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.

2.15

Cash and cash equivalents

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.

Page 13

CML INNOVATIVE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.16

Creditors

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.

2.17

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the company's accounting policies the directors are requried to make judgements, estimates and assumptions about the carrying values 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The following are critical judgements apart from those involving estimations (which are dealt with separately below) that the directors have made in the process of applying the company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
Stock provision
Stock provisions are calculated on a per product basis and are based on the directors' best assumption as to the likely realisable value in the coming year using a combination of sales pricing and volume assumptions based on historic performance and market data.
Defined benefit pension scheme
In assessing the valuation of the defined benefit pension liability the directors make assumptions on expected price inflation, annual pension increases and mortality assumptions. In coming to these assumptions the directors take advice from qualified professionals.
As a result of the changes disclosed in note 20, no liability to CML exists in respect of the defined benefit pension scheme from 19 December 2024 and therefore has been derecognised from these accounts. A scheme valuation was not undertaken on 19 December 2024, and therefore the valuation at 31 December 2024 was used for this purpose, with the actuary confirming any movements between these dates would not be material.

Page 14

CML INNOVATIVE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Manufacture and marketing of lamp assemblies, added value assemblies and sales of factored lighting products	2,224	2,250

Analysis of turnover by country of destination:

					2024	2023
					£000	£000

United Kingdom	813	834
Rest of Europe	744	774
Rest of the world	667	642
	2,224	2,250

Depreciation on tangible fixed assets	7	10
Exchange differences	110	73
Fees payable to the Company's auditor and its associates for the audit of the Company's annual financial statements	13	12
Defined contribution pension cost	149	126

6.	Employees
		2024	2023
		£000	£000

Wages and salaries	567	556
Social security costs	48	48
Cost of defined contribution scheme	125	126
	740	730

The average monthly number of employees, including directors, during the year was 20 (2023 - 19).

Page 15

CML INNOVATIVE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

7.	Directors' remuneration
		2024	2023
		£000	£000

Directors' emoluments	104	122
Company contributions to defined contribution pension schemes	47	65
	151	187

During the year retirement benefits were accruing to 2 directors (2023 - 2) in respect of defined contribution pension schemes.

8.	Interest receivable
		2024	2023
		£000	£000

Interest receivable from group companies

142

117

9.	Interest payable and similar expenses
		2024	2023
		£000	£000

Interest payable to group companies

108

10.	Other finance costs
		2024	2023
		£000	£000

Interest income on pension scheme assets	485	517
Net interest on net defined benefit liability	(434)	(451)
	51	66

Page 16

CML INNOVATIVE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Intangible assets

		Development expenditure
		£000
	Cost
	At 1 January 2024	58
	At 31 December 2024	58
	Amortisation
	At 1 January 2024	58
	At 31 December 2024	58
	Net book value
	At 31 December 2024	-
	At 31 December 2023	-

Page 17

CML INNOVATIVE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Tangible fixed assets

	Long-term leasehold property	Plant and machinery	Fixtures and fittings	Computer equipment	Total
	£000	£000	£000	£000	£000
Cost or valuation
At 1 January 2024	357	188	25	66	636
Disposals	-	(22)	(15)	(13)	(50)
At 31 December 2024	357	166	10	53	586
Depreciation
At 1 January 2024	357	172	25	63	617
Charge for the year on owned assets	-	6	-	1	7
Disposals	-	(22)	(15)	(12)	(49)
At 31 December 2024	357	156	10	52	575
Net book value
At 31 December 2024	-	10	-	1	11
At 31 December 2023	-	16	-	3	19

Page 18

CML INNOVATIVE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Stocks
		2024	2023
		£000	£000

Raw materials and consumables	169	181
Work in progress	32	29
Finished goods and goods for resale	385	402
	586	612

14.	Debtors
		2024	2023
		£000	£000

Due after more than one year
Amounts owed by group undertakings	-	3,562

					2024	2023
					£000	£000

Due within one year
Trade debtors	252	141
Amounts owed by group undertakings	3,509	441
Prepayments and accrued income	53	25
	3,814	607

Amounts owed by group undertakings are repayable on demand. Routine trading balances are interest free and amounts considered as loans carry interest at 6.25% (2023 - 5%) per annum. Included within amounts owed by group undertakings is an amount of £3,443,697 (2023 - £3,969,207) which is guaranteed by the ultimate parent undertaking. This guarantee ceased on 1 January 2025 as part of a settlement agreement, and group balances were settled on 28 April 2025. Due to this all group balances have been presented as due within 1 year. Further details are provided in note 23.

15.	Cash and cash equivalents
		2024	2023
		£000	£000

	Cash at bank and in hand	986	887

Page 19

CML INNOVATIVE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Creditors: Amounts falling due within one year
		2024	2023
		£000	£000

Trade creditors	88	43
Amounts owed to group undertakings	1,637	1,681
Other taxation and social security	22	24
Other creditors	157	165
	1,904	1,913

Amounts owed to group undertakings are repayable on demand. Routine trading balances are interest free and amounts considered as loans carry interest at 7.25% (2023 - 4%) per annum.
Group balances were settled on 28 April 2025. Further details are provided in note 23.

17.	Deferred taxation

At the reporting date, the Company has net tax losses totalling £3,713,122 (2023 - £3,635,486) available for offset against certain future profits. No deferred tax asset has been recognised on these amounts as it is not considered probable that there will be future taxable profits available.

18.	Provisions

		Dilapidation
		£000

	Charged to profit or loss	20
	At 31 December 2024	20

19.	Share capital
		2024	2023
		£000	£000

Allotted, called up and fully paid

940,188 (2023 - 940,188) Ordinary shares of £0.05 each	47	47

Page 20

CML INNOVATIVE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.	Pension commitments

Defined contribution pension scheme
All company employees are offered the opportunity to join the company defined contribution pension scheme (individual money purchase). The contribution rate is decided by the individual and the company matches their contribution up to 5%. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £150,247 (2023 - £126,202).

The Company also operates a Defined Benefit Pension Scheme.

Defined benefit pension scheme
The company participated in a defined benefit pension scheme, the VCH International Limited Retirement Benefit Plan. The company closed this plan to future accrual at 31 July 2004 but the plan continued to require contributions to be made to a separately administered fund. The company had reached a recovery plan agreement with the Pension Trustees and the Pension Regulator has confirmed that they have no objections.
The assets and liabilities of the scheme are subject to triennial review with annual updates. A triennial review took place in January 2022. From this review a deficit between the funds assets and its liabilities has been indicated. The result of the triennial review was the subject of discussion between the Trustees of the fund and the company. From this, a recommended monthly payment plan by the company into the Fund was agreed and accepted by The Pension Regulator. In addition the costs of administering the scheme and the payment of the Pension Protection Fund levy are met by the company.
The recovery plan was revised on 6th February 2023 following the results of the triennial review, with the company agreeing to pay contributions of £200,000 per annum from 1 January 2023, £229,000 per annum from 1 January 2026 and increases thereafter by 15% per annum until December 2032. The recovery plan is subject to actuarial reviews carried out every three years.
Due to group corporate restructuring, CML Innovative Technologies Limited ('CML') was replaced as principal employer by another group company. This was done by admitting a group company as an employer of the Plan on 9 December 2024, and then transferring principal employer obligations to the group company through a Flexible Apportionment Arrangement ('FAA') effective 19 December 2024. The FAA assigned legal responsibilities for CML's liabilities in respect of this plan to a group company.
As a result of the above changes, no liability to CML exists in respect of the defined benefit pension scheme from 19 December 2024 and therefore has been derecognised from these accounts. A scheme valuation was not undertaken on 19 December 2024, and therefore the valuation at 31 December 2024 was used for this purpose, with the actuary confirming any movements between these dates would not be material.

Page 21

CML INNOVATIVE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.Pension commitments (continued)

Reconciliation of present value of plan liabilities:
	2024	2023
	£000	£000

At the beginning of the year	9,919	9,688
Interest cost	434	451
Actuarial (loss)/gains	(926)	360
Benefits paid	(569)	(580)
Derecognition of plan liabilities	(8,858)	-
At the end of the year	-	9,919

Reconciliation of present value of plan assets:
	2024	2023
	£000	£000

At the beginning of the year	9,919	9,688
Interest income	485	517
Actuarial gains/losses	97	22
Contributions	200	200
Benefits paid	(569)	(580)
Surplus not recognised	(1,274)	72
Derecognition of plan assets	(8,858)	-
At the end of the year	-	9,919

Composition of plan assets:
	2024	2023
	£000	£000

M&G Discretionary Fund	4,870	5,630
M&G UK Fixed Interest Fund	6,638	5,665
Surplus not recognised	(2,650)	(1,376)
Derecognition of plan assets	(8,858)	-
Total plan assets	-	9,919

Page 22

CML INNOVATIVE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.Pension commitments (continued)

In the prior year, the fair value of scheme assets above had been reduced by the surplus at 31 December 2023 of £1,376,000 which had not been recognised on the basis that the directors could not be reasonably certain that future economic benefits in the form of reduced contributions or a scheme refund would result.
On 19 December 2024 the company left the defined benefit pension scheme and its liabilities under the scheme were transferred to another group company. As a result, the net accounting position at this date has been derecognised.

					2024	2023
					£000	£000

Fair value of plan assets	-	9,919
Present value of plan liabilities	-	(9,919)
Net pension scheme liability	-	-

The amounts recognised in profit or loss are as follows:
	2024	2023
	£000	£000

Interest on obligation	(434)	(451)
Interest income on plan assets	485	517
Total	51	66

Page 23

CML INNOVATIVE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.Pension commitments (continued)

					2024	2023
					£000	£000

Analysis of actuarial loss recognised in Other Comprehensive Income
Actual return less interest income included in net interest income	97	22
Experience gains and (losses) arising on the scheme liabilities	(348)	(288)
	(251)	(266)

Principal actuarial assumptions at the Balance Sheet date (expressed as weighted averages):
	2024	2023
	%	%

Discount rate	5.5	4.5
Valuation method	Projected unit	Projected unit
Future pension increases	2.6	2.5
Mortality rates	CMI_2020	CMI_2020
Inflation assumption	2.7	2.6
Mortality assumptions
- for a male aged 65 now	86.9	86.9
- at 65 for a male aged 45 now	88.0	87.9
- for a female aged 65 now	89.3	89.3
- at 65 for a female aged 45 now	90.5	90.4

Page 24

CML INNOVATIVE TECHNOLOGIES LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Not later than 1 year	82	108
Later than 1 year and not later than 5 years	-	82
	82	190

22.	Related party transactions
	The company has taken advantage of the exemption available in Section 33.1A of FRS 102 'Related Party Disclosures' from the requirement to disclose transactions with wholly owned entities within the Grupo Antolin Irausa SA group on the grounds that it is a wholly owned subsidiary undertaking.

23.	Post balance sheet events

On 28 April 2025 the company was sold to Oshino Lamps (UK) Limited.
To facilitate this sale, on 1 January 2025, the company entered into a settlement agreement with group undertakings in respect of group loans. This consolidated the group loan balances to result in a group debtor owed to the company, which was ultimately settled on 28 April 2025, pre completion. As such, all group balances are presented as due within one year in these financial statements.
Settlement of the above balances were cleared by dividends of £2,990,034 declared on 28 April 2025, with £2,102,535 paid in kind and £887,499 paid in cash. Included within this settlement was the automotive operations of the company which were transferred to group companies on completion, and are discontinued within this company.
The directors intend to hive up the trade and assets of the business into its immediate parent company. Further details can be found in the going concern accounting policy at 2.2.

24.	Controlling party

At the period end, the ultimate parent company was Grupo Antolin Irausa SA, a company incorporated in Spain. Copies of their financial statements may be obtained from www.antolin.com/en/informacion-financiera-eninformacion-financiera-reports.
The immediate holding company at the period end, the parent company of the smallest group of undertakings of which the company is a member, is Broomco (3051) Limited.
Subsequent to the period end, on 28 April 2025 the immediate parent company became Oshino Lamps (UK) Limited, a company incorporated in England & Wales, whose registered office is 15-16 Merchant Way, Watnall, Nottingham, Nottinghamshire, England, NG16 1AA.

Page 25