Company No: 09442461 (England and Wales)

Contents

• Company Information
• Director's Report
• Accountants' Report
• Balance Sheet
• Notes to the Financial Statements

Director

B G Nicolaudie

Registered office	First Floor Offices
	25 Old Steine
	East Sussex
	BN1 1EL
	Brighton
	United Kingdom

Company number

09442461 (England and Wales)

Chartered accountants	Kreston Reeves LLP
	Nile House
	Nile Street
	East Sussex
	Brighton
	BN1 1HW
	United Kingdom

The director presents this annual report and the unaudited financial statements of the Company for the financial year ended 31 December 2024.

Principal activities

The principal activities of the company are that of making and providing software and applications to control lighting.

Director's review

During the year, the Company’s gross profit percentage shows a slight decrease from 53.75% compared with 60.69% the prior year. In the opinion of the Director this movement does not reflect an underlying decline in trading performance. The Nicolaudie Group has revised its intra-group agreement, requiring companies to remit a proportion of profits to other group entities when sales are made in territories allocated to those entities. The resulting commission charges totalling £901,728 (2023: £415,117) have reduced reported gross profit for the year. Excluding this contractual adjustment, the Company’s gross profit margin has remained consistent with the previous year at 79% (2023: 72%).

Director

The director, who served during the financial year and to the date of this report except as noted, was as follows:

B G Nicolaudie

Small companies exemption

This Director's Report has been prepared in accordance with the provisions applicable to companies entitled to the small companies' exemption provided by section 415A of the Companies Act 2006.

Approved and signed by:

B G Nicolaudie Director

26 September 2025

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Nicolaudie UK Limited for the financial year ended 31 December 2024 which comprise the Balance Sheet and the related notes 1 to 9 from the Company’s accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at www.icaew.com/regulation.

It is your duty to ensure that Nicolaudie UK Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Nicolaudie UK Limited. You consider that Nicolaudie UK Limited is exempt from the statutory audit requirement for the financial year.

We have not been instructed to carry out an audit or a review of the financial statements of Nicolaudie UK Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

This report is made solely to the Director of Nicolaudie UK Limited, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of Nicolaudie UK Limited and state those matters that we have agreed to state to the director of Nicolaudie UK Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Nicolaudie UK Limited and its Director as a body for our work or for this report.

Kreston Reeves LLP
Chartered Accountants

Nile House
Nile Street
East Sussex
Brighton
BN1 1HW
United Kingdom

26 September 2025

	Note	2024		2023
		£		£
Fixed assets
Tangible assets	3	70,732		82,010
		70,732		82,010
Current assets
Stocks		294,410		39,670
Debtors	4	1,333,470		802,067
Cash at bank and in hand		2,539,250		2,154,152
		4,167,130		2,995,889
Creditors: amounts falling due within one year	5	( 1,444,052)		( 648,768)
Net current assets		2,723,078		2,347,121
Total assets less current liabilities		2,793,810		2,429,131
Provision for liabilities	6	( 22,336)		( 19,668)
Net assets		2,771,474		2,409,463
Capital and reserves
Called-up share capital		100		100
Profit and loss account		2,771,374		2,409,363
Total shareholder's funds		2,771,474		2,409,463

For the financial year ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Director's responsibilities:

• The member has not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The director acknowledges their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Income and Retained Earnings has not been delivered.

The financial statements of Nicolaudie UK Limited (registered number: 09442461) were approved and authorised for issue by the Director on 26 September 2025. They were signed on its behalf by:

B G Nicolaudie Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Nicolaudie UK Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is First Floor Offices, 25 Old Steine, East Sussex, BN1 1EL, Brighton, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The director has assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The director has a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Income and Retained Earnings in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

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.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Finance costs

Finance costs are charged to the Statement of Income and Retained Earnings over the term of the debt using the effective interest method so 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.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Leasehold improvements	3 years straight line
Vehicles	5 years straight line
Office equipment	4 - 10 years straight line
Computer equipment	4 - 6.67 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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.

Leases

The Company as lessee
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Statement of Income and Retained Earnings over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Income and Retained Earnings as described below.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defective items where appropriate.

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.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Provisions

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

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including the director	12		11

3. Tangible assets

	Leasehold improve- ments		Vehicles		Office equipment		Computer equipment		Total
	£		£		£		£		£
Cost
At 01 January 2024	1,987		63,490		18,393		50,278		134,148
Additions	0		0		3,138		10,221		13,359
At 31 December 2024	1,987		63,490		21,531		60,499		147,507
Accumulated depreciation
At 01 January 2024	5		12,698		7,424		32,011		52,138
Charge for the financial year	662		12,698		3,121		8,156		24,637
At 31 December 2024	667		25,396		10,545		40,167		76,775
Net book value
At 31 December 2024	1,320		38,094		10,986		20,332		70,732
At 31 December 2023	1,982		50,792		10,969		18,267		82,010

4. Debtors

	2024		2023
	£		£
Trade debtors	221,538		549,042
Amounts owed by Group undertakings	0		100
Prepayments and accrued income	356,536		244,797
Other debtors	755,396		8,128
	1,333,470		802,067

5. Creditors: amounts falling due within one year

	2024		2023
	£		£
Trade creditors	152,268		7,345
Amounts owed to Group undertakings	149,900		0
Accruals	872,252		400,881
Corporation tax	239,200		234,423
Other taxation and social security	30,304		5,750
Other creditors	128		369
	1,444,052		648,768

6. Deferred tax

	2024		2023
	£		£
At the beginning of financial year	( 19,668)		( 19,494)
Charged to the Statement of Income and Retained Earnings	( 2,668)		( 174)
At the end of financial year	( 22,336)		( 19,668)

The deferred taxation balance is made up as follows:

	2024		2023
	£		£
Accelerated capital allowances	( 22,336)		( 19,668)

7. Financial commitments

Commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

	2024		2023
	£		£
within one year	18,500		18,500
between one and five years	4,625		23,125
	23,125		41,625

8. Related party transactions

Other related party transactions

Nicolaudie UK Limited has taken exemption in FRS 102 Section 1A from disclosing transactions with group companies at an arms length basis.

9. Ultimate controlling party

The company is controlled by Arcolis Light Control DMCC (incorporated in Dubai) holding 100% of the share capital. The ultimate parent undertaking is Lightingsoft AG, incorporated in Switzerland, trading address Chemin des oisillons 5, CH-1009 Pully, Switzerland. The group financial statements can be obtained upon request. The ultimate controlling party is B G Nicolaudie.