ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

Registered number: 05157338

NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

COMPANY INFORMATION

Director	I. Tershukov


Registered number	05157338


Registered office	1st Floor Sackville House
	143-149 Fenchurch Street
	London
	EC3M 6BN


Independent auditors	Wilder Coe Ltd
	Chartered Accountants & Statutory Auditors
	1st Floor Sackville House
	143-149 Fenchurch Street
	London
	EC3M 6BL

NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

CONTENTS

	Page
Group Strategic Report	1 - 2
Director's Report	3 - 4
Independent Auditors' Report	5 - 8
Consolidated Statement of Comprehensive Income	9
Consolidated Balance Sheet	10
Company Balance Sheet	11
Consolidated Statement of Changes in Equity	12
Company Statement of Changes in Equity	13
Consolidated Statement of Cash Flows	14
Notes to the Financial Statements	15 - 26

NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The Director presents the Strategic Report of the Group for the year ended 31 December 2024.

Business review

The principal activity of the business during the year was that of the manufacture and sale of industrial lighting fixtures.
The Director is satisfied with the performance of the Group during the year. His aim is to maintain this level of performance in the coming year. The Group achieved a profit before taxation of £3,848,511 (2023: £3,211,855).
The business performed satisfactorily in 2024, although it is possible to improve. The Group continued along the lines of the existing business model, concentrating on increasing sales through organic growth. The Group performed at the level acceptable to the absolute majority of the shareholders.
Position of the business at the year end
There are no means available to the Director of the Group to measure any changes in the Group's market share in comparison with the previous year. The Group gained some new customers and lost some old customers during the year.

Principal risks and uncertainties

The principal risks faced by the Group are those of general market and economic risks in common with other businesses in the current economic climate. The Director aims to manage these risks in order to maintain and improve on the current level of performance.

The Director believes the principal risks and uncertainties facing the business are:

∙Cyclical changes within the economy in general;

∙'Cost of Goods Sold' inflation due to unfavourable exchange rate fluctuations; and

∙Reduction in the customers' ability to obtain bank financing.

Page 1

NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Financial key performance indicators

The group profit for the year, after taxation, amounted to £3,248,402 (2023: £2,717,166).
The key financial performance indicators are as follows:

∙Gross profit margin

∙Stock turnover ratio

The Director considers the above ratios to be at acceptable levels for the year ended 31 December 2024 and can be calculated using the figures shown in the primary statements which follow this report.

Group retained earnings of £16,056,018 (2023: £13,038,169) are carried over to the next financial year.

During the year, dividends of £34,355 - £344 per share (2023: £100,000 - £1,000 per share) were paid.

This report was approved by the board on 5 November 2025 and signed on its behalf.

I. Tershukov

Director

Page 2

NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

DIRECTOR'S REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The Director presents his report and the audited financial statements for the year ended 31 December 2024.

Director's responsibilities statement

The Director is responsible for preparing the Group Strategic Report, the Director's Report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the Director to prepare financial statements for each financial year. Under that law the Director has 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 Director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the Director is required to:

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

∙make judgments and accounting estimates that are reasonable and prudent; and

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The Director is 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 the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £3,248,402 (2023 - £2,717,166).

Dividends of £34,355 - £344 per share (2023: £100,000 - £1,000 per share) were paid during the year.

Director

The Director who served during the year was:

I. Tershukov

Page 3

NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

The Director at the time when this Director's Report is approved has confirmed that:

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

∙he 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 and the Group's auditors are aware of that information.

Auditors

The auditors, Wilder Coe Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 5 November 2025 and signed on its behalf.

I. Tershukov

Director

Page 4

NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

Opinion

We have audited the financial statements of Northcliffe Lighting Limited (the 'parent Company') and its subsidiary (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity 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 Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's 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 Group 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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Director's 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 Group's or the parent 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 Director with respect to going concern are described in the relevant sections of this report.

Page 5

NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY (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 Director is 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 Group Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Director's Report 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Director's 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent Company financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of Director's 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 Director's Responsibilities Statement set out on page 3, the Director is 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 Director determines 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 Director is responsible for assessing the Group's and the parent 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 Director either intends to liquidate the Group or the parent Company or to cease operations, or has no realistic alternative but to do so.

Page 6

NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY (CONTINUED)

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 Group 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:

∙Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation and distributable profits legislation; and

∙Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements include health and safety legislation and various licensing regulations

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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.

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NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY (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.

Chris Gent BA FCA (Senior Statutory Auditor)

for and on behalf of

Wilder Coe Ltd

Chartered Accountants & Statutory Auditors

1st Floor Sackville House

143-149 Fenchurch Street

London

EC3M 6BL

7 November 2025

Page 8

NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	3	17,514,494	17,658,723
Cost of sales		(11,520,030)	(11,396,671)
Gross profit		5,994,464	6,262,052
Administrative expenses		(2,452,648)	(3,079,539)
Operating profit	4	3,541,816	3,182,513
Interest receivable and similar income		306,695	29,342
Profit on ordinary activities before taxation		3,848,511	3,211,855
Taxation on profit on ordinary activities	7	(600,109)	(494,689)
Profit on ordinary activities after taxation		3,248,402	2,717,166


Movement in foreign exchange	(196,198)	(118,179)
Other comprehensive income for the year	(196,198)	(118,179)
Total comprehensive income for the year	3,052,204	2,598,987

Profit for the year attributable to:
Owners of the parent Company		3,248,402	2,717,166

The notes on pages 15 to 26 form part of these financial statements.

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NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

REGISTERED NUMBER: 05157338

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	9		60,118		88,896
Tangible assets	10		988,993		1,325,625
			1,049,111		1,414,521
Current assets
Stocks	12	3,441,857		4,248,136
Debtors	13	2,839,307		2,217,413
Cash at bank and in hand	14	11,436,238		7,708,317
		17,717,402		14,173,866
Creditors: amounts falling due within one year	15	(2,710,395)		(2,550,118)
Net current assets			15,007,007		11,623,748
Net assets			16,056,118		13,038,269

Capital and reserves
Called up share capital	18	100	100
Profit and loss account		16,056,018	13,038,169
Equity attributable to owners of the parent Company		16,056,118	13,038,269

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 November 2025.

I. Tershukov

Director

The notes on pages 15 to 26 form part of these financial statements.

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NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

REGISTERED NUMBER: 05157338

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	11		131,369		131,369
Current assets
Stocks	12	78,281		31,222
Debtors	13	760,793		3,326,357
Cash at bank and in hand	14	10,308,073		7,106,454
		11,147,147		10,464,033
Creditors: amounts falling due within one year	15	(3,389,043)		(3,126,440)
Net current assets			7,758,104		7,337,593
Net assets			7,889,473		7,468,962

Capital and reserves
Called up share capital	18	100	100
Profit and loss account carried forward		7,889,373	7,468,862
Equity shareholder's funds		7,889,473	7,468,962

The profit after tax of the parent Company for the year was £454,866 (2023: £310,510).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 November 2025.

I. Tershukov

Director

The notes on pages 15 to 26 form part of these financial statements.

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NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	£	£	£	£
At 1 January 2023	100	10,539,182	10,539,282	10,539,282
Comprehensive income for the year
Profit for the year	-	2,717,166	2,717,166	2,717,166
Foreign exchange movements	-	(118,179)	(118,179)	(118,179)
Total comprehensive income for the year	-	2,598,987	2,598,987	2,598,987
Dividends: Equity capital	-	(100,000)	(100,000)	(100,000)

At 31 December 2023 and 1 January 2024	100	13,038,169	13,038,269	13,038,269
Comprehensive income for the year
Profit for the year	-	3,248,402	3,248,402	3,248,402
Foreign exchange movements	-	(196,198)	(196,198)	(196,198)
Total comprehensive income for the year	-	3,052,204	3,052,204	3,052,204
Dividends: Equity capital	-	(34,355)	(34,355)	(34,355)
At 31 December 2024	100	16,056,018	16,056,118	16,056,118

The notes on pages 15 to 26 form part of these financial statements.

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NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	100	7,258,352	7,258,452
Comprehensive income for the year
Profit for the year	-	310,510	310,510
Total comprehensive income for the year	-	310,510	310,510
Dividends: Equity capital	-	(100,000)	(100,000)

At 31 December 2023 and 1 January 2024	100	7,468,862	7,468,962
Comprehensive income for the year
Profit for the year	-	454,866	454,866
Total comprehensive income for the year	-	454,866	454,866
Dividends: Equity capital	-	(34,355)	(34,355)
At 31 December 2024	100	7,889,373	7,889,473

Page 13

NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Profit for the financial year	3,248,402	2,717,166
Adjustments for:
Amortisation of intangible assets	28,945	10,370
Depreciation of tangible assets	402,699	368,255
Interest paid	(18,767)	48,514
Interest received	(287,928)	(77,856)
Taxation charge	600,109	494,689
Decrease in stocks	806,279	703,998
(Increase)/decrease in debtors	(621,894)	127,189
Increase/(decrease) in creditors	43,101	(208,628)
Corporation tax paid	(483,513)	(506,774)
Foreign exchange difference on translation of subsidiary results	(196,198)	(118,179)
Net cash generated from operating activities	3,521,235	3,558,744
Cash flows from investing activities
Purchase of intangible fixed assets	(167)	(69,528)
Purchase of tangible fixed assets	(105,308)	(351,125)
Sale of tangible fixed assets	39,241	1,092
Interest received	287,928	77,856
Net cash from/(used in) investing activities	221,694	(341,705)
Cash flows from financing activities
Dividends paid	(33,775)	(100,000)
Interest received/(paid)	18,767	(48,514)
Net cash used in financing activities	(15,008)	(148,514)
Net increase in cash and cash equivalents	3,727,921	3,068,525
Cash and cash equivalents at beginning of year	7,708,317	4,639,792
Cash and cash equivalents at the end of year	11,436,238	7,708,317

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	11,436,238	7,708,317

The notes on pages 15 to 26 form part of these financial statements.

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NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Northcliffe Lighting Limited (company number: 05157338), having its registered office and trading address at 1st Floor Sackville House, 143-149 Fenchurch Street, London, EC3M 6BN, is a private limited company incorporated in England and Wales.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is British Pound Sterling (GBP).

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of Comprehensive Income.

On consolidation, the results of overseas operations are translated into British Pound Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

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NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

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 Group 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 Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group 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 Group 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

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is
determined using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.

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NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

Intangible assets

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.

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.
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.
Amortisation is provided on the following basis:
Software Development - 3-5 years straight line

2.7

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.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to Consolidated Statement of Comprehensive Income during the period in which they are incurred.

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:

Motor vehicles	-	6-10 years
Fixtures & fittings	-	5-8 years
Office equipment	-	3-6 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 the Consolidated Statement of Comprehensive Income.

2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

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NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

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 Balance Sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Consolidated Statement of Comprehensive Income.

2.10

Debtors

Short-term debtors are measured at transaction price, less any impairment.

2.11

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.12

Creditors

Short-term creditors are measured at the transaction price.

2.13

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties.

Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the Balance Sheet date.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

2.14

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 18

NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Turnover

The whole of the turnover is attributable to the Group's principal activity: the manufacture and supply of lighting fixtures.

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	4,149,523	3,086,227
Rest of Europe	12,456,148	13,635,048
Rest of the world	908,823	937,448
	17,514,494	17,658,723


	Foreign exchange gains	(16,745)	(55,275)

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements	14,750	14,750
Fees payable to the Group's auditor and its associates in respect of:
All other services	3,811	3,701

6.	Employees
	Staff costs were as follows:
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£


Wages and salaries	1,713,428	1,962,775	-	-
Social security costs	35,592	34,678	-	-
	1,749,020	1,997,453	-	-

Page 19

NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

The average monthly number of employees, including the Directors', during the year was as follows:

	2024	2023
	No.	No.

Directors	2	2
Other employees	172	174

	174	176

Corporation tax
Current tax on profits for the year	600,109	494,689

Profit on ordinary activities before tax

3,848,511

3,211,855

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	962,128	802,977
Effects of:
Consolidation adjustments	4,242	(49)
Difference on overseas tax rate	(325,908)	(280,571)
Effect of change in UK statutory tax rate	-	(6,088)
Other differences leading to a decrease in the tax charge	(40,353)	(21,580)
Total tax charge for the year	600,109	494,689

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 20

NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Dividends
		2024	2023
		£	£

Equity dividends

34,355

100,000

9.	Intangible assets
	Group

		Software development
		£
	Cost
	At 1 January 2024	165,138
	Additions	167
	At 31 December 2024	165,305
	Amortisation
	At 1 January 2024	76,242
	Charge for the year	28,945
	At 31 December 2024	105,187
	Net book value
	At 31 December 2024	60,118
	At 31 December 2023	88,896

All of the Group's intangible fixed assets are held in the Subsidiary Company.

Page 21

NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.	Tangible fixed assets
	Group

	Motor vehicles	Fixtures & fittings	Office equipment	Total
	£	£	£	£
Cost
At 1 January 2024	237,792	2,412,537	475,974	3,126,303
Additions	-	33,912	71,396	105,308
Disposals	(11,850)	(93,430)	(42,806)	(148,086)
At 31 December 2024	225,942	2,353,019	504,564	3,083,525
Depreciation
At 1 January 2024	166,861	1,344,922	288,895	1,800,678
Charge for the year	17,824	304,244	80,631	402,699
Disposals	(11,850)	(93,428)	(3,567)	(108,845)
At 31 December 2024	172,835	1,555,738	365,959	2,094,532
Net book value
At 31 December 2024	53,107	797,281	138,605	988,993
At 31 December 2023	70,931	1,067,615	187,079	1,325,625

All of the Group's tangible fixed assets are held in the Subsidiary Company.

Page 22

NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost
	At 1 January 2024 and 31 December 2024	131,369


The following was a subsidiary undertaking of the Company:
Name	Registered office	Class of shares	Holding

UAB Northcliffe Lighting

Raudondvario pl. 101, LT-47184, Kaunas

Ordinary

100%

	The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:
	Name	Aggregate of share capital and reserves £	Profit £

UAB Northcliffe Lighting

8,312,311

2,810,506

12.	Stocks
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Raw materials and consumables	2,488,232	3,059,267	-	-
Finished goods and goods for resale	953,625	1,188,869	78,281	31,222
	3,441,857	4,248,136	78,281	31,222

The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 23

NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£

Due within one year
Trade debtors	2,221,527	1,912,161	758,943	650,945
Other debtors	4,510	27,091	-	-
Called up share capital not paid	100	100	100	100
Prepayments and accrued income	573,438	243,659	1,750	500
Deferred taxation	39,732	34,402	-	-
Amounts owed by group undertakings	-	-	-	2,674,812
	2,839,307	2,217,413	760,793	3,326,357

14.	Cash
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Cash at bank and in hand	11,436,238	7,708,317	10,308,073	7,106,454

15.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Trade creditors	1,341,656	1,260,343	3,042,315	2,823,352
Corporation tax	212,090	95,494	151,600	95,494
Other taxation and social security	357,829	680,201	127,565	144,797
Other creditors	735,185	442,944	52,313	47,847
Accruals and deferred income	63,635	71,136	15,250	14,950
	2,710,395	2,550,118	3,389,043	3,126,440

Page 24

NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Financial instruments
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Financial assets
Financial assets measured at fair value through profit or loss	11,436,238	7,708,317	10,308,073	7,053,632
Financial assets that are debt instruments measured at amortised cost	2,226,037	1,939,252	758,943	650,945
	13,662,275	9,647,569	11,067,016	7,704,577

	Financial liabilities
	Financial liabilities measured at amortised cost	(2,110,007)	(1,744,534)	(47,571)	(44,511)

	Financial assets measured at fair value through profit or loss comprise cash at bank.
	Financial assets that are debt instruments measured at amortised cost comprise trade and other debtors.
	Financial liabilities measured at amortised cost comprise trade and other creditors, accruals and deferred income.

Page 25

NORTHCLIFFE LIGHTING LIMITED AND ITS SUBSIDIARY

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Deferred taxation
	Group

	2024	2023
	£	£

At beginning of year	34,402	38,529
Credited/(charged) to the Statement of Comprehensive Income	5,330	(4,127)
At end of year	39,732	34,402

The deferred tax asset is made up as follows:
	Group	Group
	2024	2023
	£	£

Decelerated capital allowances

39,732

34,402

18.	Share capital
		2024	2023
		£	£

Called up and unpaid

100 (2023 - 100) Ordinary shares of £1.00 each	100	100

19.	Related party transactions

Included within other creditors are amounts due to key management personnel of the Company of £49,298 (2023: £44,832).
During the year, dividends of £34,355 (2023: £100,000) were paid to shareholders of the Company.

20.	Controlling party

At 31 December 2024 and 31 December 2023 the ultimate controlling party of the Company was I. Tershukov by virtue of his shareholding in Northcliffe Lighting Limited, the parent undertaking of the Group.

Page 26