REGISTERED NUMBER: 02578003 (England and Wales)

Strategic Report, Report of the Director and

Financial Statements for the Year Ended 31 December 2025

for

Avolites Limited

Page

Company Information

1

Strategic Report

2

Report of the Director

3

to

4

Report of the Independent Auditors

5

to

8

Statement of Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

to

18

DIRECTOR:

Mr M J Hannaford

SECRETARY:

Mr M J Hannaford

REGISTERED OFFICE:

184 Park Avenue

London

NW10 7XL

REGISTERED NUMBER:

02578003 (England and Wales)

AUDITORS:

Clifford Roberts

Chartered Accountants &

Statutory Auditors

Pacioli House

9 Brookfield

Duncan Close

Northampton

Northamptonshire

NN3 6WL

The director presents his strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS

The performance in the period under review was mixed. There was an increase in turnover but also an increase in costs. The director expects that exceptional costs will cease and the company will return to profit in the next year.

Key performance indicators

2025

2024

£

£

Turnover

9,772,321

8,767,066

Profit/(loss) before taxation

(564,532

)

(892,681

)

Shareholders' fund total

3,580,577

4,515,889

PRINCIPAL RISKS AND UNCERTAINTIES

The company does not have significant exposure to liquidity, interest rate, price or cash flow risks due to the nature of its trade. Exposure to credit and foreign currency risk arises in the normal course of Avolites Limited's business. This risk is limited by the company's financial management policies described below.

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for Avolites Limited by failing to discharge an obligation. Predominantly any risks will arise from trade debtors going bad. Avolites Limited reduces the risk through sales ledger risk management policies including credit insurance and regular credit control review.

Foreign currency risk

The company is exposed to foreign currency risk due to its level of purchases from European suppliers. The risk is limited by buying and selling euros as and when the exchange rate favours the company.

ON BEHALF OF THE BOARD:

Mr M J Hannaford - Director

10 August 2026

The director presents his report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the manufacture of electric lighting equipment.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

The directors who have held office during the period from 1 January 2025 to the date of this report are as follows:

Mr P Wong - resigned 6 May 2025

Mr M J Hannaford - appointed 2 April 2025

DISCLOSURE IN THE STRATEGIC REPORT

The principal activity, financial risk management objectives and policies and the exposure to foreign currency, credit, liquidity, interest rate, cash flow and price risk are set out in the strategic report (as defined by section 414 C (11) of the Companies Act 2006).

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Clifford Roberts, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr M J Hannaford - Director

10 August 2026

Opinion

We have audited the financial statements of Avolites Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, 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 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 31 December 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 Auditors' 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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:

-

We obtained an understanding of the legal and regulatory framework applicable to the company and the sector in which they operate. We determined that the following laws and regulations were most significant: the Companies Act 2006, UK Generally Accepted Accounting Practice, UK corporate taxation laws and Waste Electrical and Electronic Equipment (WEEE) Directive.

-

We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making inquiries to the management and by observing the oversight of management, the culture of honesty and ethical behaviour and whether strong emphasis is placed on fraud prevention, which may reduce the opportunities for fraud to take place, and fraud deterrence, which could persuade individuals not to commit fraud in the first instance . We corroborated our inquiries through our review of all relevant available audit information.

-

We assessed and understood the susceptibility of the company's financial statements to material misstatement, including how fraud might occur. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. The audit procedures performed by the engagement team included:

>

Identifying and assessing the design and effectiveness of controls management has in place to prevent and detect fraud;

>

Understanding of how senior management considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

>

Challenging assumptions and judgements made by management in its significant accounting estimates;

>

Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; and,

>

Assessing the extent of compliance with relevant laws and regulations.

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 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 Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.

Robert Dearing BEng FCA (Senior Statutory Auditor)

for and on behalf of Clifford Roberts

Chartered Accountants &

Statutory Auditors

Pacioli House

9 Brookfield

Duncan Close

Northampton

Northamptonshire

NN3 6WL

10 August 2026

TURNOVER

9,772,321

8,767,066

Cost of sales

6,301,087

6,010,115

GROSS PROFIT

3,471,234

2,756,951

Administrative expenses

3,995,615

3,551,713

(524,381

)

(794,762

)

Other operating income

81

252

OPERATING LOSS

4

(524,300

)

(794,510

)

Exceptional items

5

-

101,614

(524,300

)

(896,124

)

Interest receivable and similar income

3,132

7,265

(521,168

)

(888,859

)

Interest payable and similar expenses

6

43,364

3,822

LOSS BEFORE TAXATION

(564,532

)

(892,681

)

Tax on loss

7

370,780

(672,401

)

LOSS FOR THE FINANCIAL YEAR

(935,312

)

(220,280

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(935,312

)

Prior year adjustment

29,884

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

(190,396

)

FIXED ASSETS

Tangible assets

9

1,584,979

1,538,494

Investments

10

-

-

1,584,979

1,538,494

CURRENT ASSETS

Stocks

11

4,326,931

4,118,922

Debtors

12

1,262,218

1,314,644

Cash at bank and in hand

125,895

406,809

5,715,044

5,840,375

CREDITORS

Amounts falling due within one year

13

3,719,446

2,862,980

NET CURRENT ASSETS

1,995,598

2,977,395

TOTAL ASSETS LESS CURRENT LIABILITIES

3,580,577

4,515,889

CAPITAL AND RESERVES

Called up share capital

15

39,027

39,027

Share premium

16

42,500

42,500

Capital redemption reserve

16

6,000

6,000

Other reserves

16

2,646,487

2,646,487

Retained earnings

16

846,563

1,781,875

SHAREHOLDERS' FUNDS

3,580,577

4,515,889

The financial statements were approved by the director and authorised for issue on 10 August 2026 and were signed by:

Mr M J Hannaford - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2024

39,027

1,972,271

42,500

Prior year adjustment

-

29,884

-

As restated

39,027

2,002,155

42,500

Changes in equity

Total comprehensive income

-

(220,280

)

-

Balance at 31 December 2024

39,027

1,781,875

42,500

Changes in equity

Total comprehensive income

-

(935,312

)

-

Balance at 31 December 2025

39,027

846,563

42,500

Capital

redemption

Other

Total

reserve

reserves

equity

£

£

£

Balance at 1 January 2024

6,000

-

2,059,798

Prior year adjustment

-

-

29,884

As restated

6,000

-

2,089,682

Changes in equity

Total comprehensive income

-

-

(220,280

)

Capital contribution

-

2,646,487

2,646,487

Balance at 31 December 2024

6,000

2,646,487

4,515,889

Changes in equity

Total comprehensive income

-

-

(935,312

)

Balance at 31 December 2025

6,000

2,646,487

3,580,577

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Going concern

The financial statements have been prepared on a going concern basis as the company will continue to receive the support of the group, particularly from its immediate parent company.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Details of the parent of the group in which full disclosure can be obtained can be found in the "Ultimate Controlling Party" note.

Preparation of consolidated financial statements

The financial statements contain information about Avolites Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 402 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as under section 405(2) all of its subsidiary undertakings are dormant and not material for the purpose of giving a true and fair view.

Related party exemption

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

Significant judgements and estimates

In the application of the company's accounting policies management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.

The key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below.

(a) Determining net realisable values of stocks

In determining the net realisable value of stocks, management takes into account the most reliable evidence available at the dates the estimates are made.

Revenue

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover consists of the sale and distribution of specialist lighting equipment.

Sale of goods is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer and the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Tangible fixed assets

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

Freehold property

-

2% on cost

Plant and machinery

-

25% on cost

Fixtures and fittings

-

25% on cost

Computer equipment

-

50% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

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

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases, the receivables are stated at undiscounted cost less impairment losses for bad and doubtful debts.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method unless the effect of discounting would be immaterial, in which case they are stated at undiscounted cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

2,754,522

2,341,540

Social security costs

353,890

264,341

Other pension costs

61,164

36,895

3,169,576

2,642,776

The average number of employees during the year was as follows:

2025

2024

55

51

2025

2024

£

£

Directors' remuneration

195,678

140,384

4.	OPERATING LOSS

The operating loss is stated after charging/(crediting):

2025

2024

£

£

Depreciation - owned assets

140,574

105,133

Profit on disposal of fixed assets

(8,153

)

(4,668

)

Auditors' remuneration

29,617

23,917

Foreign exchange differences

6,522

(2,890

)

5.	EXCEPTIONAL ITEMS

2025

2024

£

£

Exceptional items

-

(101,614

)

The amount within prior year exceptional items relates to a bonus payment to employees based on the sale price of the company.

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank loan interest

43,364

3,822

7.

TAXATION

Analysis of the tax charge/(credit)

The tax charge/(credit) on the loss for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

-

(112,916

)

Deferred tax

370,780

(559,485

)

Tax on loss

370,780

(672,401

)

Reconciliation of total tax charge/(credit) included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Loss before tax

(564,532

)

(892,681

)

Loss multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

(141,133

)

(223,170

)

Effects of:

Expenses not deductible for tax purposes

374

27,093

Capital allowances in excess of depreciation

-

(8,864

)

Depreciation in excess of capital allowances

3,534

-

Group loss relief

139,263

159,125

Deferred tax movement

370,780

(559,485

)

Profit on disposal of assets

(2,038

)

(1,167

)

R&D claim

-

(65,933

)

Total tax charge/(credit)

370,780

(672,401

)

8.	PRIOR YEAR ADJUSTMENT

In 2023, the valuation basis of the freehold property was changed from the revaluation model to the cost model. This led to recalculating the depreciation charge which was previously based on the revalued amount. A prior year adjustment was made to ensure depreciation was correct.

9.	TANGIBLE FIXED ASSETS

Fixtures

Freehold

Plant and

and

property

machinery

fittings

£

£

£

COST

At 1 January 2025

2,140,972

345,175

330,245

Additions

-

80,771

91,823

Disposals

-

-

(42,189

)

At 31 December 2025

2,140,972

425,946

379,879

DEPRECIATION

At 1 January 2025

779,943

253,522

270,820

Charge for year

42,969

42,894

34,190

Eliminated on disposal

-

-

(39,496

)

At 31 December 2025

822,912

296,416

265,514

NET BOOK VALUE

At 31 December 2025

1,318,060

129,530

114,365

At 31 December 2024

1,361,029

91,653

59,425

Motor

Computer

vehicles

equipment

Totals

£

£

£

COST

At 1 January 2025

2,808

641,911

3,461,111

Additions

-

17,158

189,752

Disposals

-

(3,863

)

(46,052

)

At 31 December 2025

2,808

655,206

3,604,811

DEPRECIATION

At 1 January 2025

2,808

615,524

1,922,617

Charge for year

-

20,521

140,574

Eliminated on disposal

-

(3,863

)

(43,359

)

At 31 December 2025

2,808

632,182

2,019,832

NET BOOK VALUE

At 31 December 2025

-

23,024

1,584,979

At 31 December 2024

-

26,387

1,538,494