REGISTERED NUMBER: 12128211 (England and Wales)

Financial Statements for the Year Ended 31 December 2024

for

Circa Lighting, Ltd.

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Ms G Singer

Mr A S Singer

REGISTERED OFFICE:

Unit 4 Design Centre North

1 Harbour Avenue

London

SW10 0HG

REGISTERED NUMBER:

12128211 (England and Wales)

AUDITORS:

RSM UK Audit LLP, Statutory Auditor

Chartered Accountants

Davidson House

Forbury Square

Reading

Berkshire

RG1 3EU

FIXED ASSETS

Intangible assets

4

-

-

Tangible assets

5

528,865

605,531

528,865

605,531

CURRENT ASSETS

Stocks

148,452

113,287

Debtors

6

308,476

352,172

Cash at bank

469,627

328,492

926,555

793,951

CREDITORS

Amounts falling due within one year

7

(2,190,930

)

(2,473,054

)

NET CURRENT LIABILITIES

(1,264,375

)

(1,679,103

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(735,510

)

(1,073,572

)

CAPITAL AND RESERVES

Called up share capital

1

1

Retained earnings

(735,511

)

(1,073,573

)

(735,510

)

(1,073,572

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 10 November 2025 and were signed on its behalf by:

Ms G Singer - Director

1.	STATUTORY INFORMATION

Circa Lighting, Ltd. is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The accounts are prepared on a going concern basis as in the opinion of the directors the company has sufficient finance available to it to meet its obligations as they fall due for the foreseeable future, that is at least 12 months from the date of approval of the accounts.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates

In the application of the company's accounting policies the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 company does not make significant estimates and assumptions concerning the future that affect the position shown in the accounts.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for the sale of goods and services in the ordinary nature of the business. Turnover is recognised when title to the goods passes to the customer and is shown net of Value Added Tax and trade discounts.

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.

Development costs are being amortised evenly over their estimated useful life of three years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to property

-

Straight line over 15 years

Fixtures and fittings

-

Straight line over 7 years

Computer equipment

-

20% on cost

Tangible fixed assets are stated at cost less accumulated depreciation and any accumulated impairment losses. Cost includes the original purchase price and any directly attributable costs of bringing the asset to its intended use.

Stocks

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

Financial instruments

Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instrument. They are initially measured at transaction price, including transaction costs, except for financial instruments measured at fair value through profit or loss.

Basic financial instruments are recognised at amortised cost using the effective interest method, except for investments in non-convertible preference and non-puttable preference and ordinary shares, which are measured at fair value, with changes recognised in profit or loss. Derivative financial instruments are initially recorded at cost and therefore at fair value, with changes recognised in profit and loss.

At each reporting date, financial assets measured at amortised cost are assessed for indicators of impairment. If an asset is impaired, the impairment loss is recognised in profit or loss.

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.

No deferred tax has been recognized in respect of the Pillar Two regime in line with current guidance.

Hire purchase and leasing commitments

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

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.

Oecd pillar two global minimum tax

From January 1, 2024, the Group is within the scope of the Pillar Two Rules as published by the Organization for Economic Cooperation and Development (OECD) as the global revenue exceeds €750m for at least two of the prior four accounting periods. Pillar Two legislation has been enacted in number of jurisdictions in which the Group operates which came into effect from January 1, 2024. The Pillar Two rules are designed to ensure large multinational enterprises within the scope of the rules pay a minimum level of tax in each jurisdiction where they operate. In general, the Pillar Two Rules apply a system of top-up taxes to bring the enterprise’s effective tax rate in each jurisdiction to a minimum of 15%.

The Group has undertaken a preliminary review of the impact of the Pillar Two legislation in all the jurisdictions that it operates. The OECD, and respective jurisdictions that have implemented Pillar Two legislation, introduced Transitional CbCR Safe Harbors which reduce the compliance and reporting and any Top-up Tax where certain conditions are met. Based on current calculations, the Group expects to meet the Safe Harbor in all jurisdictions for the period ended 31 December 2024. Therefore, all jurisdictions should not be subject to a Top-up Tax in 2024.

The Group will continue to monitor the impact of Pillar Two for future periods and update its assessment, as necessary.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 9 (2023 - 8 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2024

and 31 December 2024

95,669

AMORTISATION

At 1 January 2024

and 31 December 2024

95,669

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

-

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

and 31 December 2024

846,806

DEPRECIATION

At 1 January 2024

241,275

Charge for year

76,666

At 31 December 2024

317,941

NET BOOK VALUE

At 31 December 2024

528,865

At 31 December 2023

605,531

6.

DEBTORS

31.12.24

31.12.23

£

£

Amounts falling due within one year:

Trade debtors

44,128

46,184

Other debtors

180,790

218,174

224,918

264,358

Amounts falling due after more than one year:

Other debtors

83,558

87,814

Aggregate amounts

308,476

352,172

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade creditors

14,229

101,971

Amounts owed to group undertakings

1,028,391

1,529,556

Taxation and social security

37,192

27,889

Other creditors

1,111,118

813,638

2,190,930

2,473,054

8.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.24

31.12.23

£

£

Within one year

204,548

294,930

Between one and five years

-

204,548

204,548

499,478

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

MIchael Prosser (Senior Statutory Auditor)

for and on behalf of RSM UK Audit LLP, Statutory Auditor

10.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Illuminate Parent Holdings GP (DE), by virtue of 100% shareholdings.

Parent Co, Inc. is the smallest group to prepare consolidated financial statements, which include Circa Lighting Ltd. The consolidated financial statements can be obtained from the registered office: