The notes on pages 3 to 7 form part of these 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 notes on pages 3 to 7 form part of these financial statements.

Ghostlight Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3 Warners Mill, Silks Way, Braintree, CM7 3GB.

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 amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies.

The principal accounting policies adopted are set out below.

These financial statements have been prepared on a going concern basis. The Directors have reviewed forecasts for a period of twelve months from the date of approval of these financial statements and, having considered the principal risks and overhead commitments, are satisfied that the Company has sufficient funds to meet its liabilities as they fall due.true

At the year end, the Company had net current liabilities of £3,721,419 (2023: £3,572,337), primarily relating to a loan from the parent company, Majesty House Limited. This intercompany loan of £3,800,000 has been renewed post year end and is not repayable within twelve months of the date of approval. The Directors of Majesty House Limited have confirmed their willingness to provide continued financial support for at least twelve months from the date of approval.

Management recognises a material uncertainty arising from the Company’s inability to secure new gaming contracts, which significantly limits revenue generation and could affect its ability to meet liabilities, particularly the intercompany loan. Notwithstanding this, the Directors consider that the parental support available provides a sufficient basis to prepare these financial statements on a going concern basis.

Revenue is recognised to the extent that it is probable that the economic benefit will flow to the company and the revenue can be reliably measured.

Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised.

Where game development is undertaken in accordance with a development contract, the revenue arising is recognised as milestones set out within each individual contract are achieved.

Downloads

Revenue from sales of software licenses is recognised upon download by customer when there are no significant vendor obligations remaining and the collection of the resulting receivable is considered reasonably assured.

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.

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.

Gains and losses on disposal are determined by the proceeds with the carrying amount and are recognised in the statement of comprehensive income.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks repayable without penalty on notice of not more than 24 hours.

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

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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

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

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

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

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.

Game acquisition costs

Costs incurred in acquiring and developing games are released to the income statement so as to be matched against the games' revenue. If a game is projected to make a loss the acquisition costs are written down to an appropriate amount.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The company has no employees other than the directors, who did not received any remuneration (2023 - £Nil).

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 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.

Material uncertainty related to going concern

We draw attention to Note 1.2 of the financial statements, which sets out the Company’s going concern accounting policy and indicates that the Company is reliant on financial support from its parent company, Majesty House Limited, and faces a material uncertainty due to its inability to secure new gaming contracts. As stated in Note 1.2, these events and conditions, together with other matters described in that note, indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the going concern basis of accounting in the preparation of the financial statements is appropriate. Our responsibilities and the responsibilities of the directors with respect of going concern are described in the relevant sections of this report.

Post year end, the loan with Majesty House of regarding to the principal sun of £3,800,000 was renewed.

The company has taken advantage of the exemption conferred by Financial Reporting Standard 102 Section 33 'Related Party Disclosures' paragraph 33.1A not to disclose transactions with Majesty House Limited and it's fellow subsidiaries on the grounds that 100% of the voting rights in the company are controlled by Majesty House Limited.

The immediate parent company is Majesty House Limited, a company incorporated in England and Wales.

The financial statements are consolidated into the financial statements of Majesty House Limited. The consolidated financial statements of Majesty House Limited are available from 3 Warners Mill, Silks Way, Braintree, Essex, CM7 3GB.

The ultimate parent company is Burwood International SA, a company incorporate in Panama.

The ultimate controlling party is Mr O R Lababedi.