The directors present the strategic report for the year ended 30 April 2025.

General Business review – Statement of Income

The turnover for the year decreased to £14,233k (£14,845k 2024).

During the year, the company made an operating loss of £606k (£633k profit 2024).

The result before taxation was £573k of losses (£633k profit 2024).

The company made a net loss for the financial year, net of taxation of £485k (£441k profit 2024).

General Business review – Statement of Financial Position

Total assets increased during the year by £1,244k to £14,619k (2024: £13,373k) a 9% increase (2024: 2% decrease.) The movement is primarily driven by increase in cash at bank of £1,806k

Total liabilities at the year-end amounted to £14,504k (2024: £12,854k), an increase of 13% (2024: 5% decrease). The movement primarily consisted of increases in amounts owed to group undertaking of £2,370k and accruals and deferred income of £197K.

General Business review – Statement of Cashflows

The overall cash position increased in the year by £1,806k (2024: £331k increase).

This was driven by a net cash inflow from financing activities during the year of £2,370k (2024: £400k).

This was then offset by the outflow of operating activities of £2k (2024: £69k) and investing activities of £562k (2024: £32 inflow).

2.1 Geopolitical tensions

Risks and uncertainty associated with geopolitical tensions, global fragmentation of trade and financial markets, and pressures on sovereign debt markets are still high.

The current geopolitical climate, following Russia’s invasion of Ukraine and the wars raging in the Middle East and in Sudan, continue to affect the market stability. According to the Global Risk Report 2025 state-based armed conflict is now considered the most pressing global risk in the near-term.

Higher geopolitical tensions have also been associated with an increase in the incidence of cyber-attacks globally, which could coincide with, and amplify, other stresses. All businesses will need to recognise that managing cyber-risks is a global challenge, and systematic approaches are required to avoid and contain consequential losses.

2.2 Robust banking system and international trade sanctions

UK banking system remains in a strong position to support households and businesses, even if economic, financial and business conditions have become substantially worse than expected.

While the UK banking system maintains robust liquidity and funding positions, and asset quality remains strong, the US announcements in April on trade policy and subsequent responses from other jurisdictions were followed by sharp falls in valuations across many financial asset classes, including advanced economy government bonds. The US dollar also weakened.

2.3 Environmental risks

Environmental risks dominate the long-term risk landscape and extreme weather is considered to be the most probable high risk by 2035, followed by biodiversity loss and ecosystem collapse which will determine natural resources shortages.

2.4 Labour and talent shortage

Labour and talent shortage are also considered high risks at UK as well as global level. In particular whilst technology is creating new jobs, it is also introducing new risks and exacerbating existing ones, which can lead to “tech anxiety”, as some tasks are susceptible to be automated, whereas others require employees to reskill and substantially change the way they work.

2.5 Cyber-security and AI

Misinformation and disinformation, cyber espionage and warfare, and the adverse consequences of AI technologies are also ranked as significant concerns across this financial year.

Organisations must balance leveraging AI with robust security measures, and they can do this by understanding the risks and rewards of adopting new technologies. Ethical questions about AI’s bias potential and its impact on workforces must also be considered.

2.6 UK-EU relations reset

The UK's financial landscape in 2025 is also marked by global uncertainties due to high government debt and deficit levels, alongside global economic risks like supply chain disruptions and conflict in the Middle East.

A key focus is the potential for a "reset" in UK-EU relations though progress on trade and other areas may be slow and some fundamental disagreement might persist.

2.7 Society’s expectations around sustainability

On a business point of view, society’s expectations have grown around sustainability issues and as a result, companies are now reporting on both their impact on the world and how sustainability topics affect their own finances (GRI:2024). Scolmore has aligned its reporting to GRI 2021 and therefore conducted a formal Double Materiality Assessment (DMA) to determine which sustainability topics are ‘material’ to its own operations.

As a result, 122 topics were identified after the initially 313 potential topics were narrowed down by removing duplicates or non-material topics. These were then correlated with the business’ risk register (or Internal and External Issues document aligned with Clause 4, ISO 9001:2015 and 14001:2015 standards. A score matrix was used to assess and prioritise risks by evaluating their likelihood of occurrence and potential of impact, enhanced with the addition of a financial risk coefficient based on impact scale and remediability.

The main risks identified substantially coincide with the above observations at global as well as country level.

The continued technological development of LED lighting results in ever improving energy efficiencies. Whilst we strive to maintain substantial stock levels to enhance our market leading customer service levels, we must also remain vigilant that we are not left holding stock that has been technologically superseded. This will remain an ongoing risk in the business.

Over the past twelve months, Scolmore has continued to establish its leading position in the UK market, despite the challenging economic backdrop. Along with building on our market share and driving revenue, sustainability is central to the Group’s strategy. As a strong, growing business, it is our responsibility to ensure we have a positive impact on the people we work with, the environment we work in and the community we work around, so that we all can live on a thriving planet.

In Q1 2025 a staff handbook was introduced to provide essential information to all employees.

At the top of Scolmore’s agenda is the health and wellbeing of all its employees. We have measures in place to prevent and manage risks to employees’ wellbeing and offer a benefits package and initiatives to support all employees across the Group. We conducted an employee engagement survey in March 2025, with 71% of the UK workforce responding. Within the survey, questions were asked to gain our employees’ insights about their wellbeing. Results and consequent actions were shared with the whole workforce.

Compliance sits at the core of Scolmore Group’s operations. Its dedicated Legal & Compliance Team together with the areas implied within its title, focusses also on System Quality, Internal Auditing and Sustainability.

With the launch of our ScolmoreHub (our intranet platform) in June 2024, we have created a comprehensive set of resources for all our staff, including relevant policies, procedures and key information. Furthermore, the ScolmoreHub has greatly improved record management, interdepartmental collaboration and accessibility of information.

On the ScolmoreHub, staff can find educational information about various compliance topics, such as sustainability, anti-bribery and the IMS. Furthermore, toolboxes have been introduced for anti-bribery, people management, H&S, and other resources.

Our evolving sustainable development approach continued to flourish over the last year. We maintained our Bronze EcoVadis medal, further increasing our score from our 2022 and 2023 results. We are now a Gold member of the Supply Chain Sustainability School, a resource we have leveraged to gain insights on sustainability within the built environment. In turn, this informs our strategy, giving us an insight to better understand the market and regulatory trends, ensuring we can support our customers’ needs.

We are now measuring our full carbon footprint and in the progress of formalising our commitment to be Net Zero by 2050. We are using this data to drive our sustainability journey and our positive impact, through engaging with our supply chain and promoting environmentally and socially fair practices at product source.

Over the year, the Anti-bribery policy in place since 2010 has been re-styled and aligned with the current size and complexity of the business. To support the policy implementation the Legal & Compliance team created and delivered a bespoke programme of practical training aimed at all staff potentially exposed to bribery and corruption risks. An anti-corruption toolbox available on the ScolmoreHub has been introduced.

In Q4 an additional reporting channel via an online form has been introduced to enable internal and external stakeholders to report any wrongdoings anonymously.

As a final remark, we are pleased to announce that we have submitted our request to join the United Nations Global Compact initiative - a voluntary initiative for the development, implementation and disclosure of responsible business practices. The UN Global Compact is a call to companies everywhere to align their operations and strategies with ten universally accepted principles in the areas of human rights, labour, environment and anti-corruption, and to act in support of Sustainable Development Goals (SDGs).

As a significant force in the electrical accessory market, Scolmore Group take our corporate and social responsibility very seriously. Building on already-close relationships with our suppliers, customers, consultants, installers, and the communities we operate in, our business’ offer continues to evolve to provide the right solution and a high level of pre- and after-care service every time.

The company measures its performance using a number of key performance indicators, including revenue, profit from operations and customer service levels delivered.

The quality objectives based on combined KPIs as well as the Environmental and Sustainability KPIs implemented in January 2023 remain consistent with the strategic goals.

In particular, they drive open discussions between different Group businesses and departments around best practices and areas of common improvement as well as align remote locations to the Group strategy, vision and controls.

Given the maturity level of our sustainability journey, which focuses equally on the economic, environmental and social pillars, we have embedded Social Development Goals (SDGs) in different actions and initiatives. Impacts are then measured and effectiveness of actions analysed. Since 2022, we are using EcoVadis to assess our progress.

In November 2024, we were awarded with a Bronze medal, increasing our score year-on-year, striving more to make the world a better and fairer place for our suppliers, staff, customers and the local community,

The assessment of the Group environmental aspects and impacts has led to embedding values and targets into operational processes and staff training.

The carbon reduction strategy, which is currently being defined, will be cascaded down in different areas via the introduction of S.M.A.R.T. objectives.

The company's financial key performance indicators are reviewed and discussed within the "review of the business section" of this strategic report.

The Health & Safety of our employees is always at the heart of our business. Since Q4 our H&S management system in line with the ISO 45001:2018 standard, however not accredited, is led by our professionally trained Facilities HSE Manager.

We are committed to uphold all that is reasonably practicable, to establish healthy and safe working conditions for all employees, contractors and visitors using or accessing Scolmore facilities worldwide. Our workforce receives information, training, instructions and guidance to address H&S concerns and prevent H&S risks. We continually monitor the effectiveness of our Health and Safety Policy and revise it as necessary.

Since 2020, we recorded a total of 13 days lost time due to work-related injuries. All these incidents and accidents were thoroughly internally investigated, and measures were implemented to avoid them reoccurring.

Monthly Health & Safety committee meetings introduced in the previous financial year, continue to take place, with our committee being made up of employees from different departments and levels of management, along with an accredited and qualified Health & Safety practitioner. Each member of the committee is tasked with raising any issues or opportunities for improvement with the wider committee, to ensure that the Scolmore Group sites are as safe as possible and to increase awareness of Health & Safety around the business

As part of a new employee’s induction, all employees must complete online training, covering a wide range of topics including GDPR, Anti-Bribery, Environment, Health & Safety and so on.

At the end of FYE 2025, 85.09% of all staff had completed their mandatory training in Compliance and 89.52% of all staff had completed mandatory training in cybersecurity.

The group continues to support the aims of the Modern Slavery act 2015 and is committed to working towards prevention of forced labour, slavery and human trafficking.

In May 2024 we enhanced our Sustainable Procurement Policy, incorporating the Code of Ethics as well as aligning with the International Bill of Human Rights and the principles concerning fundamental rights set out in the International Labour Organisation’s Declaration on Fundamental Principles and Rights at Work. Scolmore Group supports the OECD Guidelines for Multinational Enterprises.

This means that Scolmore’s business must always be carried out in a transparent and sustainable way. We have a zero-tolerance approach to any form of unethical and illegal behaviour and expects all our Business Partners to embrace the same values as outlined in the Scolmore Supplier Code of Conduct as well as in the Scolmore Code of Ethics. Our Suppliers are key strategic business partners to us and are fundamental to our success. As a result, Procurement, Purchasing & Supply Chain, Product Development, Technical & Quality and Compliance departments are continually engaging with our suppliers to keep them up to date with our plans from both a technical product and business strategy perspective.

Scolmore is committed to working with Suppliers who meet recognised Quality and Environmental standards. Almost 39% of our key Suppliers comply with ISO 9001:2015 for Quality Management, and we actively support and encourage them to work towards ISO 14001:2015 for Environmental Management. To date, almost 35% of our product suppliers are accredited ISO14001:2015. We are currently updating our trading agreements to reinforce our strong commitment to anti-bribery, anti-slavery, and the prevention of human trafficking.

Since May 2024, 30 social audits have been carried out by third-party accredited auditors on our manufacturing plants. Any non-conformities arising from these audits have been categorised according to the Ethical Base Initiative (ETI) Base Codes: (i.e. Forced Labour, Underage Labour, Discrimination,     Environment, Working Contracts, Health and Safety, Compensation, Freedom Association and Miscellaneous).

Following a non-conformity, our Compliance and Procurement Team work directly with the manufacturing plant to drive resolution at root cause. In total, 85% of the non-conformities raised from the third-party audit programme inception until 30th April 2025 were addressed and closed through collaboration with our manufacturing partners

Since July 2024, a more systematic Know-Your-Customer (KYC) approach has been introduced to manage more effectively trade compliance and reputational risk particularly with reference to anti-money laundering (AML), anti-bribery and corruption (ABAC), sanctions risk and political exposure as well as ESG risk investigations.

The ongoing expansion of the IT team, started in FYE2023, will improve security, productivity and efficiency, enabling business expansion.

In alignment with this strategy, a newly created role of Director of Operations and Logistics has been identified as critical in supporting the automation of our logistics and distribution operations across the group.

Following advance notifications of a significant change to employment law and the rights of an employee it was agreed to increase the level of expertise within the HR department to ensure we have the resources and knowledge to navigate these changes and to implement them into our HR policies and procedures.

The investment in additional resource within our IT department started in the last financial year and continues to be a key focus. This is critical to ensuring we have the appropriate level of expertise across all areas of the business to prepare for new and updated software implementation and protection from increased cyber-security risks.

The Procurement department, under the guidance of the newly appointed Procurement Director has undergone a comprehensive restructure. A full audit of our supply chain is ongoing and will support the business in its future expansion plans and build a more robust supplier engagement process to facilitate our growth and sustainability ambitions.

As part of Scolmore’s commitment and investment in new product development and R&D we have appointed a Technical Director. This will ensure we are utilising the latest technologies to provide stakeholders with the most cost effective, time efficient solutions across a broad range of domestic and commercial applications.

Decisions made with a view to long term sustainable benefits for the Company and its stakeholders have always been a principal focus. The comprehensive and inclusive way the Company engages with employees, suppliers and customers remains fundamental to its success.

Our core values define us as a Company, and how as individuals we conduct ourselves. They provide clear guidelines on how we can achieve the highest standards in all areas and create a cultural cradle for growth and sustainable development.

U    United in bringing together our values, ideals and goals to create a positive environment

N    We nurture our people and the relationships we have with our customers in order to develop mutually    beneficial and respectful partnerships    

I    We believe in innovation and actively encourage our employees to think creatively

Q    We operate a dynamic, ever-changing market. Quality is essential across every area of our business    including service levels and products

U    Upskill – We invest in training and personal development across all areas of the business & provide    opportunities for progression

E    We aspire to be excellent in all disciplines by listening to our stakeholders and formulating sustainability    plans

The Company commits to supporting the wellbeing of all employees. The Company:

• provides access to an Employee Assistance Programme (EAP) which gives additional support to each individual confidentially. Support includes access to helplines for stresses and strains of life such as work advice, counselling, family issues, gambling, financial wellbeing, alcohol and drug issues.

• has introduced a healthcare and benefits plan that provides a wide range of healthcare benefits and a discount reward scheme.

• has invested in training in Mental Health First Aiders which helps to equip our managers and employees to care for the mental and physical health of all employees.

The staff handbook project aimed at providing clarity and guidance on all Group policies and procedures is nearly completed and its launch will follow in the early part of Q1 FYE2025

In the meanwhile, a more robust record management process has been introduced, enabling more systematic policies review.

We believe that the quality of relationships with key stakeholders is fundamental to the ongoing success of the business. This quality is enhanced where relationships are mutually beneficial and are nurtured in the long term.

Customers – Continuous investment in achieving the highest levels of service across all areas of the business. Stock availability, delivery service levels, technical support and access to designated customer sales and support teams have enabled us to develop and maintain mutually beneficial relationships. Each customer is treated as an individual and will receive the service best suited to their needs.

Suppliers – Relationships are built on mutual respect and support. We see our suppliers as business partners and see the value in working collaboratively with the emphasis on fostering long term relationships.

Working together to maintain optimum stock levels and navigate the challenges within the supply chain has significantly contributed to our success and performance during some challenging periods

Employees – Investment in people is key to developing and maintaining a productive and engaged work force. Professional and personal development is fundamental in retaining our employees. All employees are supported by an employee assistance program (EAP). We are committed to working in partnership with our employees to create a working environment that focuses on employee wellbeing, productivity, sustainability and growth.

Our long-term business success and continuous growth is only possible by operating responsibly in alignment with universal standards and supporting the society.

This is why we pursue our growth in a sustainable way by taking care of the well-being of our human capital, the communities in which we operate as well as the planet in a compliant and responsible way.

Scolmore Group is committed to offer a high-quality product and a customer service level that exceeds all customer expectations, whilst:

• complying with legal and regulatory obligations as well as with any other requirements deemed relevant to the business

• operating with respect and care for the environment

• aiming at preventing pollution and reducing its carbon footprint

• without compromising the health and safety of its employees, contractors, customers or the public.

On behalf of the board

The directors present their annual report and financial statements for the year ended 30 April 2025.

The principal activity of the company during the year was that of distribution of lighting products to electrical wholesalers.

The results for the year are set out on page 14.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The auditor, Sumer Auditco Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the review of the business and the principal risks and uncertainties.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

The directors are responsible for preparing the annual report 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; and

• 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.

We have audited the financial statements of Ovia Limited (the 'company') for the year ended 30 April 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 30 April 2025 and of its loss 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 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 directors' 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, 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.

As explained more fully in the directors' responsibilities statement, 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 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 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.

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 auditor's 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 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.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

• Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.

• Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

• Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates.

• Assessing the extent of compliance, or lack of, with the relevant laws and regulations.

• Confirming that assets included in the financial statements are still held by the company, and are not impaired.

• Reviewing provisions for slow moving or obsolete stock to ensure that workings are complete, and amounts are not overstated.

• Testing key income lines, in particular cut-off, for evidence of management bias.

• Obtaining confirmation of material bank and loan balances.

• Documenting and verifying all significant related party balances and transactions, and ensuring that all balances are recoverable.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's 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 member, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Ovia Limited is a private company limited by shares incorporated in England and Wales. The registered office is Scolmore House, Mariner , Lichfield Road Industrial Estate, Tamworth, Staffordshire, England, B79 7UL.

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 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 under the historical cost convention. The principal accounting policies adopted are set out below.

During the year ended 30 April 2024, the company has made a loss after tax of £484,848, resulting in a net current liability position of £384,518 . The company continues to operate with the support of its immediate parent, who have confirmed their willingness to continue to provide this support.true

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

The company recognises revenue from the following major sources:

• Sale of lighting products

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Revenue from the sale of lighting products is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. 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.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

Cost is calculated using the weighted average method.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and 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.

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 in the company's balance sheet 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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 profit or loss.

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 profit or loss.

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.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable 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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The annual depreciation charge depends primarily on the estimated useful life of the asset and circumstances. The directors annually review the asset life and adjust as necessary to reflect current thinking on the remaining life in light of technological change, prospective economic utilisation and physical condition of the asset concerned. Changes in asset lives can have a significant impact on depreciation charges for the period. It is not practical to quantify the impact of changes to asset lives on an overall basis, as asset lives are individually determined.

The time spent by the company directors and senior staff within the group on the affairs of this company are recharged in the form of a management charge from Scolmore International Limited, based on the estimated market rates for the level of experience held by the directors and senior staff. The total amount of this management charge this year is £670,000 (2024: £636,000), included within administrative expenses.

Management estimates the net realisable value of stocks, taking into account the most reliable evidence at each reporting date. The future realisation of these stocks may be affected by future technology and other market-driven changes that may reduce future selling price. The total of all stock provisions at 30 April 2025 was £227,717 (2024: £299,223).

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).

From 1 April 2023, the tax rate in the UK increased from 19% to 25%. The average tax rate for the year ending 30 April 2024 is 25.00% (2023: 19.49%).

The actual (credit)/charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's associates at 30 April 2025 are as follows:

Included within trade debtors are factored debts of £4,522,138 (2024: £4,588,667).

Included within other creditors is a debt factoring agreement amounting to £405,401 (2024: £568,071). The security given is a fixed and floating charge dated 16 January 2020 upon the company's and related entities assets.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Of the deferred tax liability set out above, £23,827 is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

During the year the company entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

The company has taken advantage of the exemption under paragraph 33.1A of FRS102 relating to subsidiaries where 100% of the voting rights are controlled within the group not to disclose transactions between the company and fellow group undertakings.

The parent company is Scolmore (International) Limited. The company has an omnibus guarantee and set off agreements dated 14 September 2015 (Supplemented on 5 June 2017 and 10 January 2020) in favour of this groups banking arrangements, along with its fellow subsidiaries Elite Security Products Limited and Unicrimp Limited.

Dividends totalling £0 (2024 - £0) were paid in the year in respect of shares held by the company's directors.

The ultimate parent company is Scolmore (International) Limited. The consolidated accounts for Scolmore (International) Limited can be obtained from the company's registered office - Scolmore House, Mariner, Lichfield Road Industrial Estate, Tamworth, Staffordshire, B79 7UL.