REGISTERED NUMBER: 13213955 (England and Wales)

Financial Statements

for the Year Ended 31 December 2024

for

GDS PIONEERING LIGHT LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

R Dyer

A J Cooper

REGISTERED OFFICE:

Unit 6

Monarch Court The Brooms

Emersons Green

Bristol

BS16 7FH

REGISTERED NUMBER:

13213955 (England and Wales)

AUDITORS:

Gravita Audit Western Limited

Chartered Accountants & Registered Auditors

6-8 Bath Street

Bristol

BS1 6HL

FIXED ASSETS

Intangible assets

4

25,003

97,010

Tangible assets

5

13,073

24,577

38,076

121,587

CURRENT ASSETS

Stocks

95,584

424,929

Debtors

6

497,331

237,633

Cash at bank and in hand

29,472

32,319

622,387

694,881

CREDITORS

Amounts falling due within one year

7

(739,676

)

(733,311

)

NET CURRENT LIABILITIES

(117,289

)

(38,430

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(79,213

)

83,157

CREDITORS

Amounts falling due after more than one year

8

(349,944

)

(321,154

)

PROVISIONS FOR LIABILITIES

(3,268

)

(7,317

)

NET LIABILITIES

(432,425

)

(245,314

)

CAPITAL AND RESERVES

Called up share capital

2,000

2,000

Share premium

283,600

283,600

Retained earnings

(718,025

)

(530,914

)

(432,425

)

(245,314

)

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 Profit and loss account has not been delivered.

The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 19 December 2025 and were signed on its behalf by:

R Dyer - Director

1.	COMPANY INFORMATION

GDS Pioneering Light Limited 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 company's principal activities and nature of its operations are disclosed in the Directors' Report.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared on the historical cost convention. The principal accounting policies adopted are set out below.

Going concern

Of the net liabilities at the year end, £449,944 was due to connected companies (2023: £331,154), the connected companies have agreed to continue to support the company for a period of no less than 12 months from the balance sheet date.

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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales related taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2022, is being amortised evenly over its estimated useful life of ten years.

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 and licences are being amortised evenly over their estimated useful life of nil years.

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

Tangible fixed assets

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

Plant and machinery

-

25% on reducing balance

Computer equipment

-

25% on cost

Stocks

Stocks are stated at the lower of cost and net realisable value. Cost comprises direct materials and where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments. Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument. 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.

Basic financial assets, which include trade and other debtors, amounts due from group undertakings and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost. Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Basic financial liabilities, including trade and other creditors and amounts due 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 payments discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Financial liabilities are derecognised when, and only when, the company's contractual obligations are discharged, cancelled, or they expire.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and loss account, 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.

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.

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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 8 (2023 - 7 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

Goodwill

assets

Totals

£

£

£

COST

At 1 January 2024

and 31 December 2024

50,000

286,893

336,893

AMORTISATION

At 1 January 2024

20,000

219,883

239,883

Charge for year

5,000

67,007

72,007

At 31 December 2024

25,000

286,890

311,890

NET BOOK VALUE

At 31 December 2024

25,000

3

25,003

At 31 December 2023

30,000

67,010

97,010

5.	TANGIBLE FIXED ASSETS

Plant and

Computer

machinery

equipment

Totals

£

£

£

COST

At 1 January 2024

and 31 December 2024

20,300

26,599

46,899

DEPRECIATION

At 1 January 2024

10,008

12,314

22,322

Charge for year

5,004

6,500

11,504

At 31 December 2024

15,012

18,814

33,826

NET BOOK VALUE

At 31 December 2024

5,288

7,785

13,073

At 31 December 2023

10,292

14,285

24,577

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as restated

(Unaudited)

£

£

Trade debtors

410,126

57,041

Other debtors

38,978

55,607

VAT

-

72,462

Prepayments and accrued income

48,227

52,523

497,331

237,633

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as restated

(Unaudited)

£

£

Bank loans and overdrafts

40,372

27,114

Trade creditors

277,166

176,425

Amounts owed to joint ventures

67,706

145,814

Social security and other taxes

5,118

26,227

VAT

14,646

-

Other creditors

303,894

330,961

Directors' loan accounts

12,148

22,151

Accrued expenses

18,626

4,619

739,676

733,311

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

as restated

(Unaudited)

£

£

Amounts owed to group undertakings

349,944

321,154

9.	LEASING AGREEMENTS

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

2024

2023

as restated

(Unaudited)

£

£

Within one year

25,658

25,658

Between one and five years

205,260

205,260

In more than five years

-

25,657

230,918

256,575

10.	SECURED DEBTS

The following secured debts are included within creditors:

2024

2023

as restated

(Unaudited)

£

£

Invoice financing

37,102

26,963

Included within bank loans and overdrafts of £40,372, (2023: £27,114) is an amount of £37,102 (2023: £26,963) relating to invoice financing, a fixed and floating charge over the assets of the company is in place as security for this amount.

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

The Report of the Auditors was qualified on the following basis:

Basis for qualified opinion

GDS Pioneering Light Limited previously entered into an agreement with Lighting Consultancy Services LLP to act as an undisclosed agent. This agreement was terminated on 31 March 2025, at which point GDS Pioneering Light Limited assumed responsibility for the operating trade. Under the terms of the agreement, GDS Pioneering Light Limited collected turnover and incurred operating expenses on behalf of Lighting Consultancy Services LLP in exchange for an agreed licence fee.

We have concluded that the recharged operating costs, from the commencement of the agreement on 13 January 2022, were not calculated in accordance with the contractual terms. As a result, an understatement of recharged operating costs of £209,183 was recorded for the year ended 31 December 2024.

Although the directors have confirmed that the basis of recharge as reflected in the financial statements is in accordance with the understanding between Lighting Consultancy Services LLP and the company, we have not been provided with any evidence to substantiate the variation from the contractual terms.

Lighting Consultancy Services LLP ceased to trade on 31 March 2025 and there is an active proposal for the company to be

struck off with Companies House.

Furthermore, because we were appointed auditors of the Company during 2025, we were not able to observe the counting

of the physical inventories at the beginning of that period or satisfy ourselves concerning those inventory quantities by

alternative means. Since opening inventories affect the determination of the results of operations, we were unable to

determine whether adjustments to the results of operations and opening retained earnings might be necessary for 2025.

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 Auditor’s 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 qualified opinion.

Matthew Bracher BSc FCA (Senior Statutory Auditor)

for and on behalf of Gravita Audit Western Limited

12.	RELATED PARTY DISCLOSURES

The controlling party is Coemar Lighting SRL.

At the year the company was owed £193,567 (2023: £Nil) from Coemar Lighting SRL included in trade debtors and the company owed Coemar Lighting SRL £265,931 (2023: £24,809) included in trade creditors.

During the year, £60,000 was advanced from Coemar Lighting SRL, the amount of the loan outstanding at the year end was £349,944 (2023: £321,154) which included an interest charge of £18,938 (2023: £10,154) . The loan arrangement is unsecured and repayable on demand with 5% Interest charged per annum.

The ultimate controlling party is Grillo Salvatore.