REGISTERED NUMBER: 02956199

LYNTON LASERS LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

10

Other Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14

DIRECTORS:

Dr A Charlton D.Phil

A J Berry PhD

D O'Donnell

J A Exley PhD

Dr S J Hills

Dr B C Dickinson

Mrs H E Jones

SECRETARY:

A J Berry PhD

REGISTERED OFFICE:

Lynton House

Manor Lane

Holmes Chapel

Cheshire

CW4 8AF

REGISTERED NUMBER:

02956199

AUDITORS:

Clarke Nicklin LLP

Chartered Accountants and

Statutory Auditors

Clarke Nicklin House

Brooks Drive

Cheadle Royal Business Park

Cheadle

Cheshire

SK8 3TD

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

Lynton Lasers Limited experienced a challenging trading environment in 2024, with turnover declining to £10.7 million, down from £13 million in 2023. The primary driver was reduced investment by aesthetic clinics, particularly in the UK, our core market-where sales were impacted by sector-wide shifts in clinic purchasing behaviour.

While market conditions in 2024 were not conducive to growth, Lynton achieved an adjusted EBITDA of £0.7 million, reflecting effective cost control and operational resilience.

Lynton has also benefited from our large and loyal customer base, leading to increased recurring after-sales revenue and contributing to greater underlying stability. This revenue stream has seen double-digit year-on-year growth.

Throughout the year, Lynton made substantial progress on its Enterprise Resource Planning (ERP) implementation project. Following detailed planning, systems testing, and training, the business remains on track for a successful go-live on 1st January 2025. The ERP system is expected to enhance demand planning, streamline operations, and improve company-wide efficiency.

Lynton continued to invest in product innovation and regulatory readiness, particularly in relation to the Medical Device Regulation (MDR). Our team remains focused on developing globally competitive technology while providing a high standard of post-sale support through initiatives such as the Lynton Business School.

Although 2024 was a disappointing year from a profitability standpoint, Lynton remains in a strong financial position, with net assets of £3.1 million and £0.5 million in cash at year-end.

This financial strength positions the company well to navigate current market conditions and take advantage of future growth opportunities as the sector stabilizes.

Looking ahead, Lynton is well placed to support the evolving needs of aesthetic clinics as they diversify into new treatment categories and service models. Our investment in infrastructure, talent, and innovation ensures that we can respond proactively to industry change while maintaining our high standards of product performance and customer support.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors consider the full range of risks affecting the company on a regular basis, and where appropriate take action to address such risks. The principal risks and uncertainties facing the company are detailed below:

Market Risk

The company operates in a competitive market place, however the strength of the company brands and a focus on developing long-term relationships with its customers is deemed to cover this risk.

Credit Risk

The company's credit risk is primarily attributed to its trade debtors. The company continues to expand its customer base and has no significant concentration of credit risk. The company has a good record of minimizing bad debts and takes the necessary steps to ensure the risk is minimized. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by credit rating agencies.

Liquidity Risk

The company manages its debt finance in such a way to ensure that it has sufficient funds available for ongoing operations and future developments.

Foreign Exchange Risk

Foreign exchange rates remain volatile. Management continue to review the volume of contracts entered into that are derived in foreign currencies. The current position of not hedging this risk is regularly considered, and should the directors consider the need, appropriate hedging strategies will be entered into.

ON BEHALF OF THE BOARD:

J A Exley PhD - Director

29 September 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the development and production of medical laser equipment with emphasis on the field of dermatology and cosmetic applications.

DIVIDENDS

The total distribution of dividends in the period ended 31 December 2024 was £269,581 (2023: £500,281).

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Dr A Charlton D.Phil

A J Berry PhD

D O'Donnell

J A Exley PhD

Dr S J Hills

Dr B C Dickinson

Mrs H E Jones

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 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 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 transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company 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 company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Clarke Nicklin LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J A Exley PhD - Director

29 September 2025

Opinion

We have audited the financial statements of Lynton Lasers Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 company's affairs as at 31 December 2024 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 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 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 Strategic Report and the Report of the Directors have 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 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, 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 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:

Procedures to identify risks:

-

enquiring of management concerning the company's procedures relating to: identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance; detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

-

discussing among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. As part of this discussion, we identified potential for fraud in the following areas: timing of recognition of sales and purchases and their related stock movements, posting of unusual journals; and

-

obtaining an understanding of the legal and regulatory frameworks that the company operates in, focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of the company. The key laws and regulations we considered in this context included UK Companies Act, employment law, health and safety, pensions legislation and tax legislation.

The procedures to respond to risks identified included:

-

reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations discussed above;

-

enquiring of management, concerning actual and potential litigation and claims;

-

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

-

reviewing correspondence with HMRC;

-

testing the timing and matching of income and expense transactions relating to stock movements either side of the year end; and

-

in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulation that are not closely related to events and transactions reflected in the financial statements. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detection one resulting from an error, as fraud may involve deliberate concealment, by for example, forgery or intentional misrepresentation, 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.

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.

Graham Travis FCA (Senior Statutory Auditor)

for and on behalf of Clarke Nicklin LLP

Chartered Accountants and

Statutory Auditors

Clarke Nicklin House

Brooks Drive

Cheadle Royal Business Park

Cheadle

Cheshire

SK8 3TD

29 September 2025

TURNOVER

3

10,771,906

13,041,668

Cost of sales

4,393,031

5,761,659

GROSS PROFIT

6,378,875

7,280,009

Administrative expenses

6,391,988

6,349,202

OPERATING (LOSS)/PROFIT

5

(13,113

)

930,807

Interest receivable and similar income

20,521

-

PROFIT BEFORE TAXATION

7,408

930,807

Tax on profit

6

(176,101

)

93,546

PROFIT FOR THE FINANCIAL YEAR

183,509

837,261

PROFIT FOR THE YEAR

183,509

837,261

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

183,509

837,261

FIXED ASSETS

Intangible assets

8

8,325

4,552

Tangible assets

9

648,891

760,304

657,216

764,856

CURRENT ASSETS

Stocks

10

1,016,361

1,424,200

Debtors

11

2,910,057

3,125,936

Cash at bank and in hand

597,519

527,892

4,523,937

5,078,028

CREDITORS

Amounts falling due within one year

12

1,976,771

2,443,532

NET CURRENT ASSETS

2,547,166

2,634,496

TOTAL ASSETS LESS CURRENT LIABILITIES

3,204,382

3,399,352

CREDITORS

Amounts falling due after more than one year

13

(19,477

)

(39,208

)

PROVISIONS FOR LIABILITIES

16

(83,771

)

(172,938

)

NET ASSETS

3,101,134

3,187,206

CAPITAL AND RESERVES

Called up share capital

17

73,933

73,933

Share premium

18

299,102

299,102

Capital redemption reserve

18

10,021

10,021

Retained earnings

18

2,718,078

2,804,150

SHAREHOLDERS' FUNDS

3,101,134

3,187,206

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

J A Exley PhD - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 January 2023

73,933

2,467,170

299,102

10,021

2,850,226

Changes in equity

Dividends

-

(500,281

)

-

-

(500,281

)

Total comprehensive income

-

837,261

-

-

837,261

Balance at 31 December 2023

73,933

2,804,150

299,102

10,021

3,187,206

Changes in equity

Dividends

-

(269,581

)

-

-

(269,581

)

Total comprehensive income

-

183,509

-

-

183,509

Balance at 31 December 2024

73,933

2,718,078

299,102

10,021

3,101,134

1.	STATUTORY INFORMATION

Lynton Lasers Limited is a limited company incorporated in the United Kingdom. The address of its registered office and principal place of business is Lynton House, Manor Lane, Holmes Chapel, Cheshire, CW4 8AF.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with FRS 102 "The Financial Reporting Standard Applicable in the UK and Republic of Ireland" ("FRS 102") and applicable legislation as set out in the Companies Act 2006 and Schedule 1 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. These financial statements have been prepared under the historical costs convention.

The financial statements are presented in Sterling (£).

Going concern

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have reached this conclusion giving due consideration to the projected future performance of the company and any potential risk that might impact the company's ability to meet its required solvency levels. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Significant judgements and 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 revision only affects that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following judgements have had the most significant effect on amounts recognised in the financial statements;

Depreciation - The useful life of fixed assets can vary significantly. Estimates are based on historic experience and current expectations of useful life. The size of prior year gains and losses on disposal are also factored in to estimates.

Bad debts - The directors regularly review debts and provide for those which are doubtful.

Turnover

Turnover represents net invoiced sales of goods, excluding value added tax. Sales are recognised on the date of despatch to the customer.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents & trademarks are being amortised evenly over their estimated useful life of four years.

Computer software is being amortised evenly over its estimated useful life of four years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Improvements to property

-

10% on cost

Fixtures and fittings

-

25% on cost

Plant and machinery

-

25% on cost

Laser equipment

-

25% on cost

Motor vehicles

-

25% on cost

Office and computer equipment

-

25% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Development costs

Expenditure on research and development is written off in the year in which it is incurred.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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.

Financial assets

Basic financial assets, including trade debtors, cash and bank balances and amounts owed by group undertakings, are initially recognised at transaction price, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period, financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 the income statement.

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 the income statement.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party, or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial Liabilities

Basic financial liabilities, including trade creditors and amounts owed to group undertakings, 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 receipts discounted at a market rate of interest.

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

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2024

2023

£

£

Machine sales

6,955,583

9,519,056

Rental and services

3,816,323

3,522,612

10,771,906

13,041,668

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United Kingdom

10,443,285

12,329,161

Europe

52,027

362,156

United States of America

207,844

250,391

Rest of the World

68,750

99,960

10,771,906

13,041,668

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

2,892,781

2,943,712

Social security costs

334,945

340,491

Other pension costs

160,539

139,974

3,388,265

3,424,177

The average number of employees during the year was as follows:

2024

2023

Directors

7

7

Commercial

21

23

Operations

30

34

Clinical

11

10

69

74

2024

2023

£

£

Directors' remuneration

556,855

601,430

Directors' pension contributions to money purchase schemes

25,883

24,582

Information regarding the highest paid director is as follows:

2024

2023

£

£

Emoluments etc

149,712

167,640

Pension contributions to money purchase schemes

9,443

9,082

5.	OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging/(crediting):

2024

2023

£

£

Depreciation - owned assets

245,924

246,523

Depreciation - assets on hire purchase contracts

47,152

29,741

Profit on disposal of fixed assets

(1,750

)

(78,337

)

Patents & trademarks amortisation

1,915

2,905

Computer software amortisation

950

3,321

Auditors' remuneration

14,400

15,200

Lease payments recognised as an expense

121,229

123,719

Bad debt provision

54,060

54,789

Exchange (gains)/losses

(138,421

)

(75,524

)

6.

TAXATION

Analysis of the tax (credit)/charge

The tax (credit)/charge on the profit for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

-

86,934

Under/(over)provision in prior year

(86,934

)

-

Total current tax

(86,934

)

86,934

Deferred tax

(89,167

)

6,612

Tax on profit

(176,101

)

93,546