Company registration number 06303513 (England and Wales)
LIGHTWAVERF TECHNOLOGY LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
LIGHTWAVERF TECHNOLOGY LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 11
LIGHTWAVERF TECHNOLOGY LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
4
2,076,704
1,880,954
Tangible assets
5
5,513
3,799
2,082,217
1,884,753
Current assets
Stocks
69,021
80,358
Debtors
6
173,072
317,214
Cash at bank and in hand
35,146
49,185
277,239
446,757
Creditors: amounts falling due within one year
7
(1,453,567)
(1,279,461)
Net current liabilities
(1,176,328)
(832,704)
Total assets less current liabilities
905,889
1,052,049
Creditors: amounts falling due after more than one year
8
(20,802,223)
(20,710,977)
Provisions for liabilities
9
(5,000)
(20,000)
Net liabilities
(19,901,334)
(19,678,928)
Capital and reserves
Called up share capital
10
4
4
Profit and loss reserves
(19,901,338)
(19,678,932)
Total equity
(19,901,334)
(19,678,928)
LIGHTWAVERF TECHNOLOGY LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
- 2 -

For the financial year ended 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

T he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 19 June 2025 and are signed on its behalf by:
Mr K J Edwards
Director
Company registration number 06303513 (England and Wales)
LIGHTWAVERF TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
1
Accounting policies
Company information

Lightwaverf Technology Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 1A, Coppice Lane, Aldridge, West Midlands, WS9 9AA.

1.1
Accounting convention

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts 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.

1.2
Going concern

The Directors, having made suitable enquiries, analysis and judgements, consider that the Company has adequate resources to continue in business for at least 12 months from the date of approval of these financial statements. For this reason, the Directors continue to adopt the going concern basis in preparing the financial statements.

In making this assessment the Board has considered the Company budgets, routinely updated forward forecasts for revenue, costs and cash flow and applied sensitivities thereto, which show that the Company will require additional funding. In addition, it has also considered the availability of, and access to, debt and equity finance. Committed Capital Limited, which holds 46.16% of the Parent Company's issued share capital directly through its Nominee entities, and controls 47.65% through the Committed Capital Concert Party, has also confirmed its continued willingness to invest the additional capital into the parent company that is required in-order to fulfil its strategy, although this support is not legally binding could invest a further 2.35% in the company. The Board have started a strategic review and have factored the raising of further required capital into its plan to continue operating as a going concern and to follows its current strategy.

Whilst, as stated above, The Board remains confident regarding the future trading and that the Company will be successful in raising further funding to support its strategy, there is no legally binding commitment from the major shareholder. The financial statements have been prepared on a going concern basis and do not reflect the adjustments that would be necessary should the Company be unable to continue as a going concern.

LIGHTWAVERF TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.3
Turnover

Turnover is recognised at the fair value of the consideration received or recei vable when performance obligations are satisfied and represents the amount receivable for goods supplied, net of returns, discounts, rebates and value added taxes. Revenue from the sale of goods is recognised when the customer has taken control of the goods and is able to benefit from or direct the use of the goods, which is usually when the goods have been accepted by the customer.

Revenue from Direct, Distribution and Trade sales are recognised when the goods are delivered to the customers.

Revenue from Direct and Trade can be returned within 30 days for a full refund under the returns policy.

Revenue from Distribution sales can be returned within a 90 day period in pristine condition. The credits resulting from the return policy reduce the revenue recognised.

A warranty is provided on all goods on a replacement basis for two years and does not effect revenue recognition.

1.4
Research and development expenditure

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 5 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Research and development tax credits are recognised on qualifying expenditure that meets the criteria set out by HMRC guidance in period in which the associated expenditure is incurred. R&D tax credits have been surrendered against tax losses brought forward and therefore treated as grant income and disclosed as other income in the profit and loss account.

1.5
Intangible fixed assets other than goodwill

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.

1.6
Tangible fixed assets

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

LIGHTWAVERF TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -

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:

Plant and equipment
33% straight line
Computers
33% straight line

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.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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.

1.8
Stocks

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.

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.

1.9
Cash and cash equivalents

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.

LIGHTWAVERF TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 6 -
1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised 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

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.

Classification of 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 deducting all of its liabilities.

Basic financial 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 paymen ts 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. A m ounts 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.

1.11
Equity instruments

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.

1.12
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i s measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

LIGHTWAVERF TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 7 -
1.13
Employee benefits

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.

1.14
Retirement benefits

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

1.15
Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the profit and loss account over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance Sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

1.16
Leases

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 lease s asset are consumed.

1.17
Foreign exchange

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.

LIGHTWAVERF TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2
Judgements and key sources of estimation uncertainty

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.

3
Employees

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

2024
2023
Number
Number
Total
28
28
4
Intangible fixed assets
Platform software development
Development costs
Total
£
£
£
Cost
At 1 January 2024
3,697,087
3,043,239
6,740,326
Additions
190,002
337,130
527,132
At 31 December 2024
3,887,089
3,380,369
7,267,458
Amortisation and impairment
At 1 January 2024
2,948,090
1,911,282
4,859,372
Amortisation charged for the year
90,326
241,056
331,382
At 31 December 2024
3,038,416
2,152,338
5,190,754
Carrying amount
At 31 December 2024
848,673
1,228,031
2,076,704
At 31 December 2023
748,997
1,131,957
1,880,954
LIGHTWAVERF TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2024
499,664
Additions
6,361
At 31 December 2024
506,025
Depreciation and impairment
At 1 January 2024
495,865
Depreciation charged in the year
4,647
At 31 December 2024
500,512
Carrying amount
At 31 December 2024
5,513
At 31 December 2023
3,799
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
63,904
136,259
Other debtors
99,096
120,883
Prepayments and accrued income
10,072
60,072
173,072
317,214
7
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans and overdrafts
23,552
34,974
Other borrowings
345,464
72,712
Trade creditors
893,340
639,969
Taxation and social security
155,398
470,928
Other creditors
14,645
12,878
Accruals and deferred income
21,168
48,000
1,453,567
1,279,461
LIGHTWAVERF TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
8
Creditors: amounts falling due after more than one year
2024
2023
£
£
Bank loans and overdrafts
-
0
15,172
Amounts owed to group undertakings
20,600,478
20,494,060
Other creditors
201,745
201,745
20,802,223
20,710,977

The amount owed to group undertakings are unsecured and have no fixed repayment terms.

9
Provisions for liabilities
2024
2023
£
£
Warranty provision
5,000
20,000
Movements on provisions:
Warranty provision
£
At 1 January 2024
20,000
Additional provisions in the year
(15,000)
At 31 December 2024
5,000
10
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
ordinary shares of £1 each
4
4
4
4

All issued shares rank pari passu for the purpose of dividends, voting and any return of capital.

11
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2024
2023
£
£
Total commitments
41,500
44,224
LIGHTWAVERF TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
12
Parent company

The ultimate parent undertaking is LightwaveRF Limited, a company incorporated in England and Wales.

There is no controlling party.

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