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TRILUX Lighting Limited
Registered number: 02292596
Annual Report
For the year ended 31 December 2025
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TRILUX LIGHTING LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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TRILUX LIGHTING LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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TRILUX LIGHTING LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their Strategic Report of Trilux Lighting Limited (the 'Company') for the year ended 31 December 2025
Principal activity
The principal activity of the Company continued to be that of the sale of lighting equipment.
Following on from the progress made in 2024, which included the updated implementation of internal policies and the final clean-up on old warehouse stock, the Company delivered a performance that exceeded budget, whilst operating with a smaller work force compared to the prior year.
A profit-driven approach and close cost management enabled the Company to increase its gross profit margin.
The Company remains in a period of transition, having onboarded 9 new employees and offboarded 7 during 2025. The continued development of the HR function into a People and Culture department has continued to strengthen our main pillar on our foundation for future growth. This is reflected in an improvement in our fan indicator, as measured by external partners, and compared to the previous year and our competitors. This proves the great work we have done in increased customer contacts and satisfaction. Professionalism in our internal processes and increased reliability in our promises to customers supported this development.
The loss before tax improved from £644k to a profit before tax of £49k.
With the current setup and team in place, the Company sees strong opportunities to outperform competitors and position the UK market as a key contributor to profit and cash flow.
Future developments
The Company will continue to follow its long term strategy to remain in the project oriented business and remain a strong and stable company. With a strong capital position and an experienced team focused on the success of the new organisation, the Company has set a solid foundation for growth in the market. With the decision to invest into a new showroom, opening in 2026, in the centre of London and to increase visibility and customer contact, the group sends a strong signal into the market of how important this presence is.
The ultimate holding company, TRILUX GmbH & Co KG, continues to be the leading supplier of lighting equipment in Germany and the third largest in the EU. TRILUX GmbH & Co KG is committed to maintaining and improving its position in both Germany and Global markets by supporting its wholly owned subsidiaries and is determined to establish a significant market share in each of the constituent countries.
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TRILUX LIGHTING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties
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The wider economic situation causes inflation and increased costs for supplies and personnel. Costs also impact customer decisions to build. Declining markets generate more competition in our core business, the lighting design projects.
The worldwide general economic uncertainty stemming from factors such as inflationary pressures, fluctuating exchange rates, and geopolitical tensions posed risks to general investment habits and overall market demand and made it even more essential for our business to intensify our market development.
The regulatory landscape in the UK continues to evolve, with changes in energy efficiency standards, safety regulations, and environmental policies affecting the design, manufacturing, and sale of light fittings, lighting control and services. Compliance with these regulations and adapting our products accordingly remained a key challenge and risk for TRILUX.
The competitive landscape in the light fitting market remains intense, with the presence of both domestic and international competitors vying for market share. Price competition, product innovation, and customer service excellence are critical factors influencing our competitive position and market share.
Financial key performance indicators
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The directors consider turnover, gross profit and operating costs as a percentage of turnover to be the main financial key performance indicators plus market share. A close monitoring of our project pipeline and its growth, a competent and close partnership with our customers are key indicators for our future growth.
Turnover for 2025 increased on the previous year by 11%. Gross profit increased by 24% from the previous year, mainly influenced by improved sales performance and enhanced margin management.
Total operating costs increased at the same time by 7%, however due to the significant increase in gross profit, meant that a profit was realised. Personnel expenses increased by 11% from the previous year which included further restructuring costs.
This report was approved by the board and signed on its behalf by:
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TRILUX LIGHTING LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their Annual Report and the audited financial statements of Trilux Lighting Limited (the 'Company') for the year ended 31 December 2025.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the Directors' 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 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 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 for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; 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 to 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.
The profit for the year, after taxation, amounted to £49,447 (2024: loss of £643,551).
The directors do not recommend the payment of a final dividend (2024: £nil).
The directors who served during the year and to the date of this report were:
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J Geiger (resigned 30 June 2025)
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J Huxol (appointed 30 June 2025)
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TRILUX GmbH & Co KG has provided to all directors limited indemnities in respect of the cost of defending claims against them and third party liabilities. These are all third party indemnity provisions for the purpose of the Companies Act 2006 and were in force during the year and at the date of approval of this report.
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TRILUX LIGHTING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The financial statements have been prepared on a going concern basis. The Company has returned to a profitable situation which is expected to continue with support and funding from our parent company. Based on the current financial statements and financial statements of the parent company, the consolidated budget of the TRILUX Group and a written support letter by the directors of the parent company, the directors conclude that it is reasonable that the parent company can provide additional funding as required to develop and support the Company. The directors have therefore prepared the financial statements on a going concern basis.
Matters covered in the Strategic Report
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As permitted in paragraph 1A of Schedule 7 to Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included in the Strategic Report on pages 1 and 2. These matters relate to future developments and principal risks and uncertainties.
Provision of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
∙the director 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's auditor is aware of that information.
Post balance sheet events
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The Company continues to monitor the impact of ongoing global conflicts. While the company has not experienced direct disruption to its primary operations, management continues to assess the indirect risks related to inflation, and increased logistics costs. At this date, these factors have not had a material adverse effect on the financial position.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf by:
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TRILUX LIGHTING LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRILUX LIGHTING LIMITED
Opinion
We have audited the financial statements of TRILUX Lighting Limited (the ‘Company’) for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the Company’s affairs as at 31 December 2025 and of its profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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.
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TRILUX LIGHTING LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRILUX LIGHTING LIMITED
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 the 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.
Matters on which we are required to report by exception
In 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.
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TRILUX LIGHTING LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRILUX LIGHTING LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
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TRILUX LIGHTING LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRILUX LIGHTING LIMITED
In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition (which we pinpointed to cut off), and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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 auditor’s report.
Use of the audit 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 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 members as a body for our audit work, for this report, or for the opinions we have formed.
Rachel Lawton (Senior statutory auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
30 Old Bailey
London
EC4M 7AU
7 May 2026
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TRILUX LIGHTING LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit/(loss) for the financial year
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Other comprehensive income
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Total comprehensive income/(expense) for the year
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The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.
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The notes on pages 12 to 29 form part of these financial statements.
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TRILUX LIGHTING LIMITED
REGISTERED NUMBER: 02292596
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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Total shareholders' equity
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 12 to 29 form part of these financial statements.
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TRILUX LIGHTING LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Total shareholders' equity
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Comprehensive expense for the year
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Other comprehensive income for the year
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Total comprehensive expense for the year
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Comprehensive income for the year
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Other comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 12 to 29 form part of these financial statements.
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TRILUX LIGHTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
TRILUX Lighting Limited is a private company, limited by shares and registered in England and Wales. The address of its registered office is Trilux House, Winsford Way, Chelmsford, Essex, CM2 5PD.
The principal activity of the Company is that of the sale of lighting equipment.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 ("FRS 102"), the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland and the Companies Act 2006.
The financial statements have been presented in Pounds Sterling as this is the currency of the primary economic environment in which the Company operates and is rounded to the nearest pound.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company’s accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of TRILUX GmbH & Co KG as at 31 December 2025 and these financial statements may be obtained from https://www.online-handelsregister .de.
The financial statements have been prepared on a going concern basis. The Company has returned to a profitable situation which is expected to continue with support and funding from our parent company. Based on the current financial statements and financial statements of the parent company, the consolidated budget of the TRILUX Group and a written support letter by the directors of the parent company, the directors conclude that it is reasonable that the parent company can provide additional funding as required to develop and support the Company. The directors have therefore prepared the financial statements on a going concern basis.
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TRILUX LIGHTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company 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.
Turnover recognition is determined by the goods delivery date when control passes to the customer.
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Interest receivable and similar income
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Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
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Interest payable and similar expenses
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Interest payable and similar expenses are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.
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.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
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.
The estimated useful lives range as follows:
Amortisation is included in ‘Administrative expenses’ in the Statement of Comprehensive Income
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.
At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
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TRILUX LIGHTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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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:
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over the period of the lease
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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 Statement of Comprehensive Income.
Depreciation is included in ‘Administrative expenses’ in the Statement of Comprehensive Income.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.
At each reporting 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 Statement of Comprehensive Income.
Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
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TRILUX LIGHTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Current and deferred taxation
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Tax is recognised in the Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentation currency is 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 Statement of Comprehensive Income within 'Interest receivable and similar income' and 'Interest payable and similar expenses'.
All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'Interest receivable and similar income' and 'Interest payable and similar expenses'.
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TRILUX LIGHTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Debtors: amounts falling due within one year
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Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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Creditors: amounts falling due within one year
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Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
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Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Provisions for the expected costs of maintenance under warranties or other such provisions are charged to the Statement of Comprehensive Income when the expense has occurred.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Statement of Financial Position 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
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
- 16 -
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TRILUX LIGHTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the Statement of Comprehensive Income.
Basic financial liabilities
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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
- 17 -
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TRILUX LIGHTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Capital contributions are recognised in the Statement of Changes in Equity.
Funding received from the parent company by way of non-repayable amounts is treated as a capital contribution and included in the Statement of Changes in Equity.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In applying the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors’ judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimates are revised, if the revision affects only that year, or in the year of revision and future years, if the revision affects both current and future years.
3.1 Critical judgements in applying the Company’s accounting policies
The directors consider there to be no critical judgements made when applying the Company's accounting policies.
3.2 Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are discussed below.
(i) Trade debtors
The Company assesses the credit risks and the financial soundness of its clients as well as their operational environment through the commercial and political risks in which they operate, to estimate the likelihood that receivables will be paid. Management judgement is applied to assess the recoverability of overdue receivables in order to determine whether an allowance should be recognised.
(ii) Stock valuation
In assessing whether there have been any indicators of impairment for the valuation of stock the directors have considered both internal and external sources of information such as market conditions to ensure stock is measured at the lower of cost and net realisable value.
(iii) Provisions for liabilities
Provisions are made based on management’s best estimate of the costs that will be incurred based on legislative and contractual requirements. In addition, the timing of the cash flows and the discount rates used to establish net present value of the obligations require management’s judgement.
- 18 -
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TRILUX LIGHTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The whole of the turnover is attributable to the sale of lighting equipment.
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An analysis of turnover by class of business is as follows:
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Analysis of turnover by country of destination:
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The operating loss is stated after charging/(crediting):
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Amortisation of intangible assets
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Depreciation of tangible fixed assets
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Impairment of trade debtors
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Bad debt write off/(reversal)
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Other operating lease rentals
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Operating lease rentals - plant and machinery
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- 19 -
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TRILUX LIGHTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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During the year, the Company obtained the following services from the Company's auditor:
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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Fees payable to the Company's auditor in respect of:
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Cost of defined contribution scheme
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Staff costs recharged to related parties
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TRILUX Lighting Limited employs a number of individuals who are engaged in activities for the benefit of other entities within the TRILUX Group. The costs associated with these individuals are recharged to the relevant entity.
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- 20 -
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TRILUX LIGHTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The average monthly number of employees, including the directors, during the year was as follows:
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Company pension contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 1 director (2024: 1) in respect of defined contribution pension schemes.
Directors consider themselves to be the only members of Key Management Personnel in the company.
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Interest receivable and similar income
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Other interest receivable
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Interest receivable from group companies
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- 21 -
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TRILUX LIGHTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Interest payable and similar expenses
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Unwinding of discount on provisions
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Interest payable to group companies
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- 22 -
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TRILUX LIGHTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
11.Tax on profit/(loss) (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2024: higher than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:
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Profit/(loss) on ordinary activities before tax
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Profit/(loss) multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)
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Expenses not deductible for tax purposes
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Capital allowances for year in excess of depreciation
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Deferred tax not recognised
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Other permanent differences
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Total tax result for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
At 31 December 2025, the Company had unused tax losses of approximately £1,430,988 (2024: £1,442,859) available for offset against future profits.
- 23 -
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TRILUX LIGHTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
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TRILUX LIGHTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
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TRILUX LIGHTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Raw materials and consumables
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Finished goods and goods for resale
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Stocks are stated after provisions of £200,847 (2024: £704,760).
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Due after more than one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, repayable on demand and interest free.
Trade debtors are stated after provisions for bad debts of £15,174 (2024: £9,582).
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Cash and cash equivalents
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- 26 -
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TRILUX LIGHTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings totalling £1,504,379 (2024: £1,482,630) are unsecured, repayable on demand and interest free.
Amounts owed to group undertakings totalling £650,000 (2024: £200,000) are unsecured, repayable on demand and bears interest at 1M SONIA plus 2.0% (2024: 1M SONIA plus 2.0%).
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The unrecognised deferred tax asset is as follows:
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Fixed asset timing differences
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Short term timing differences
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Losses and other deductions
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The directors believe that there is uncertainty over the timing of recoverability of the deferred tax asset and have therefore not recognised the asset in these accounts.
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- 27 -
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TRILUX LIGHTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Charged to the Statement of Comprehensive Income
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Dilapidation provision
The Company is required to restore its leasehold premises to its original state at the end of the lease. A provision has been made to cover the estimated discounted net present value of these costs. The discount is being amortised over the length of the lease.
Warranty provision
The warranty provision relates to the estimated cost of replacing products supplied to customers under the terms of the sale agreement over the next 1 to 4 years.
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Allotted, called up and fully paid
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2,600,000 (2024: 2,600,000) ordinary shares of £1 each
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The Company has one class of ordinary shares; each share carries one voting right per share but no right to fixed income.
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Profit and loss account
This reserve represents cumulative profits and losses. Dividends are paid from this reserve.
The Company contributes to its employees' personal pension schemes. The pension charge represents contributions payable by the Company to the schemes and amounted to £149,776 (2024: £148,970). No amounts are payable to the scheme at the balance sheet date (2024: £nil).
- 28 -
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TRILUX LIGHTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
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Commitments under operating leases
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At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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24.Commitments and guarantees
At 31 December 2025 the Company had a bank guarantee of £600,000 in place in favour of His Majesty's Revenue and Customs, in respect of Import Duty Deferment (2024: £600,000).
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Related party transactions
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The Company has taken advantage of the exemption available under Section 33 ‘Related Party Disclosures’ not to disclose related party transactions entered into between other wholly owned members of the group headed by TRILUX GmbH & Co KG.
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Post balance sheet events
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The Company continues to monitor the impact of ongoing global conflicts. While the company has not experienced direct disruption to its primary operations, management continues to assess the indirect risks related to inflation, and increased logistics costs. At this date, these factors have not had a material adverse effect on the financial position.
The immediate parent company is TRILUX International Holding B.V., a company incorporated in the Netherlands, which holds 100% of the issued share capital. Its registered office is Databankweg 28, 3821 AL Amersfoort, The Netherlands.
The ultimate parent company and controlling party is TRILUX GmbH & Co KG, a company incorporated in Germany. Its registered office is Heidestr. 4 59759, Arnsberg, Nordrhein-Westfalen, Germany.
The parent undertaking of the smallest and largest group of which the Company is a member and for which consolidated financial statements are prepared is TRILUX GmbH & Co KG. Copies of the financial statements can be obtained from https://www.online-handelsregister .de.
- 29 -
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