ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

12 months ended

31 December

18 months ended

31 December

Registered number: 09925230

ONE FOR FUN INTERNATIONAL LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

ONE FOR FUN INTERNATIONAL LIMITED

COMPANY INFORMATION

Directors	M E Colley
	D J Mordecai


Registered number	09925230


Registered office	Unit 7 Tobar
	Ipswich Road
	Brome
	Eye
	Suffolk
	IP23 8AW


Independent auditors	BW Audit Ltd
	Chartered Accountants & Statutory Auditors
	Berry & Warren
	54 Thorpe Road
	Norwich
	NR1 1RY

ONE FOR FUN INTERNATIONAL LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 3
Directors' Report	4 - 5
Independent Auditors' Report	6 - 9
Consolidated Statement of Comprehensive Income	10
Consolidated Balance Sheet	11 - 12
Company Balance Sheet	13 - 14
Consolidated Statement of Changes in Equity	15
Company Statement of Changes in Equity	16
Consolidated Statement of Cash Flows	17 - 18
Consolidated Analysis of Net Debt	19
Notes to the Financial Statements	20 - 45

ONE FOR FUN INTERNATIONAL LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The Directors present their Group Strategic Report together with the audited financial statements for the year ended 31 December 2024.

Business review

The group is a wholesaler of toys and games primarily within the United Kingdom and Europe but also to the rest of the world.

The reporting year end was extended to 31.12.23 in the previous year to bring the business in line with its owners reporting year end and group buying cycle.

Turnover of £21m for twelve months is in line with expectations, despite external factors and worldwide issues, such as the cost of living crisis.

Gross profit margin has increased to 31.86% from 29.34% due to a combination of customer/product mix, import costs and favourable exchange rate movements.

Administrative expenses have reduced by £160,243 on a like for like basis in line with cost reviews and streamlining. This has been a significant factor in the improved profit and EBITDA figures as the benefits of cost savings in previous years are realised.

Exceptional administrative expenses have reduced as one off costs were incurred to streamline the business in 2023 although include a provision for a legal claim this year.

Interest payable has remained comparable to the prior year on a like for like basis when the 18 month comparative period is considered.

The EBITDA has remained consistent on a like for like basis at £531,670 (2023 18 month period: £859,282) and is forecast to increase over the coming twelve month as the Directors continue to review costs, processes and further streamlining.

Stock levels have been kept at a lower level of £4.6m having been consciously lowered from £6.2m to £4.3m in the prior year to aid cash flow and turn stock quicker.

Page 1

ONE FOR FUN INTERNATIONAL LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties

The risks faced by the group are reviewed by the Directors and appropriate processes are put in place to monitor and mitigate them.

The key risk for the group derives from its supply chain. A significant amount of purchases are from outside the UK and are transacted in foreign currencies. The movement in exchange rates, cost of containers and delays that have been faced at port this year could therefore have an impact on gross margins. The group maintains close relationships with all of its customers and suppliers to ensure continuity of supply and early communication of changes in cost base or pricing strategy.

Financial risk management objectives and policies

The financial risks are managed through the use of financial instruments as detailed below:

Credit Risk
The group is subject to credit risk. All customers who wish to trade on credit terms are subject to credit verification procedures. Receivable balances are monitored on an on-going basis and provision is made for doubtful debts where necessary. A group-wide credit insurance policy is in place to mitigate the risk of loss.

Liquidity Risk
The group manages its cash and borrowing requirements centrally to maximise interest income and minimise interest expense, whilst ensuring that the group has sufficient liquid resources to meet the operating needs to its business. The group undertakes regular reviews to ensure that adequate financing facilities are in place and that sufficient headroom exists within all facilities to cover changes in the business environment and to remain compliant with banking covenants.

Price Risk
The group's main exposures to price risk arise from increases to purchase costs from principal suppliers. This risk is minimised as the group actively monitors purchase prices to ensure procurement is made in the most cost effective manner. The group maintains close relationships with all of its customers and suppliers to ensure continuity of supply and early communication of changes in cost base or pricing strategy.

Currency Risk
The group's principal foreign currency exposures arise from trading overseas. This risk is managed by taking out forward contracts in US dollars to ensure the costs incurred are known in advance.

Further management information within the business will highlight performance gaps and enable corrective action to be taken in areas of underperformance which impact on profitability.

Future developments

The Directors continue to concentrate on the group's core wholesale activities and forecast continued growth.

The focus for the group will continue to be on product development. In particular the group will concentrate on in-house designed exclusive products which appeal to both existing and new customers alike.

Page 2

ONE FOR FUN INTERNATIONAL LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Financial key performance indicators

The Directors review detailed management accounts each month to monitor current business performance against budgeted and prior year performance.

The Directors consider the most relevant key performance indicators to be turnover and operating profit

The key financial highlights for the period (from continuing activities) are as follows:

     12 months to       18 months to
   31.12.2024 31.12.2023
   £ £
Turnover: 20,688,211 34,734,363
Operating profit/(loss): (69,407) 351,848
EBITDA* 531,670 859,282

*EBITDA is stated before exceptional costs of £333,683 (2023 - £407,140).

This report was approved by the board and signed on its behalf.

D J Mordecai

Director

Date: 23 December 2025

Page 3

ONE FOR FUN INTERNATIONAL LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors

The directors who served during the year were:

M E Colley

D J Mordecai

J E Burton (resigned 30 April 2024)

Results and dividends

The loss for the year, after taxation, amounted to £928,581 (2023 - loss £1,190,308).

The Directors do not recommend payment of a final ordinary dividend (2023 - £Nil). Preference share dividends of £200,000 (2023 - £300,822) have been paid.

Financial instruments

The group's financial risk management objective is broadly to seek to make neither profit nor loss from exposure to currency or interest rate risks. Its policy is to finance working capital through retained earnings and through borrowings.

The group has therefore minimised its exposure to the price risk of financial instruments by only purchasing forward currencies for known purchasing requirements. Its cash flow risk in respect of forward currency purchases is also minimal as it aims to pay suppliers in accordance with their stated terms, matching the maturity of the currency purchases.

The Directors do not consider any other risks attached to the use of financial instruments to be material to an assessment of its financial position or result.

Company's policy for payment of creditors

It is the policy of the group to settle the terms of payment with suppliers when agreeing each transaction or series of transactions, to ensure that suppliers are made aware of these terms and to abide by them.

Going concern

The Directors have considered it appropriate to continue to adopt the going concern basis of accounting in preparing these financial statements as outlined in Note 2.3 of these financial statements.

Qualifying third-party indemnity provisions

During the year the group maintained liability insurance for its directors and officers. This provision, which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006, was in force during the period and is currently in force. Neither the group's indemnity nor insurance provides cover in the event that a director or officer is proved to have acted fraudulently or dishonestly.

Matters covered in the Group Strategic Report

The Directors have included a business review, exposure to risks and details of future developments within the Strategic Report. These form part of this report by cross reference, in accordance with Section 414C(11) of the Companies Act 2006.

Page 4

ONE FOR FUN INTERNATIONAL LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the group and of the profit or loss of the group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the group's financial statements and then apply them consistently;

∙make judgments 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 group 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 the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of information to auditors

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 and the group's auditors are 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 and the group's auditors are aware of that information.

This report was approved by the board and signed on its behalf.

D J Mordecai

Director

Date: 23 December 2025

Page 5

ONE FOR FUN INTERNATIONAL LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ONE FOR FUN INTERNATIONAL LIMITED

Opinion

We have audited the financial statements of One for Fun International Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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 group's and of the parent company's affairs as at 31 December 2024 and of the group's 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 group's or the parent 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 Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Page 6

ONE FOR FUN INTERNATIONAL LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ONE FOR FUN INTERNATIONAL LIMITED (CONTINUED)

Opinion 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 Group 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 Group 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 the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent company 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.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Page 7

ONE FOR FUN INTERNATIONAL LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ONE FOR FUN INTERNATIONAL LIMITED (CONTINUED)

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 an Auditors' 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 Group 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 objectives of our audit in respect of fraud are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both the management and those charged with governance of the group.

Due to the field in which the group operates, we identified the areas most likely to have a direct material impact on the financial statements as compliance with UK tax legislation, UK accounting standards and the Companies Act 2006. In addition, we considered the provisions of other laws and regulations which, whilst not having a direct impact on the financial statements, are fundamental to the group's ability to operate, including Consumer Code compliance, employment law and compliance with various other regulations relevant to the conduct of the group's operations.

Our approach to identifying and assessing the risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, included the following:

∙Enquiries with management and those charged with governance of any known or suspected instances of non-compliance with laws and regulations, potential litigation or claims and fraud;

∙Assessing the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance;

∙Assessment of matters arising from a review of the board minutes;

∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

∙Challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to stock and trade debtor provisions and depreciation of tangible fixed assets; and

∙Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness and evaluating the business rationale of significant transactions outside the normal course of business.

Due to 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 Auditors' Report.

Page 8

ONE FOR FUN INTERNATIONAL LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ONE FOR FUN INTERNATIONAL LIMITED (CONTINUED)

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 an Auditors' 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.

Joanne Fox BA FCA (Senior Statutory Auditor)

for and on behalf of

BW Audit Ltd

Chartered Accountants

Statutory Auditors

Berry & Warren

54 Thorpe Road

Norwich

NR1 1RY

23 December 2025

Page 9

ONE FOR FUN INTERNATIONAL LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	12 months ended 31 December	As restated 18 months ended 31 December
	2024	2023
Note	£	£


Turnover	4	20,688,211	34,734,363
Cost of sales		(14,096,681)	(24,542,445)
Gross profit		6,591,530	10,191,918
Administrative expenses		(6,382,956)	(9,814,799)
Exceptional administrative expenses		(333,683)	(407,140)
Other operating income	5	55,702	131,673
Operating (loss)/profit	6	(69,407)	101,652
Interest receivable and similar income	10	850	843
Interest payable and similar expenses	11	(777,317)	(1,141,904)
Loss before taxation		(845,874)	(1,039,409)
Tax on loss	12	(82,707)	(150,899)
Loss for the financial year		(928,581)	(1,190,308)


Movement on consolidation of foreign subsidiaries	22,206	(6,134)
Cash flow hedge reserve recycled to profit and loss	118,197	(254,763)
Other comprehensive income for the year	140,403	(260,897)
Total comprehensive income for the year	(788,178)	(1,451,205)

(Loss) for the year attributable to:
Owners of the parent company	(928,581)	(1,190,308)
	(928,581)	(1,190,308)

Total comprehensive income for the year attributable to:
Owners of the parent company	(788,178)	(1,451,205)
	(788,178)	(1,451,205)

The notes on pages 20 to 45 form part of these financial statements.

Page 10

ONE FOR FUN INTERNATIONAL LIMITED

REGISTERED NUMBER: 09925230

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		As restated
	2024	2023
Note	£	£

Fixed assets
Intangible assets	14		1,029,638		734,358
Tangible assets	15		245,489		268,850
			1,275,127		1,003,208
Current assets
Stocks	17	4,634,094		4,388,639
Debtors: amounts falling due within one year	18	4,799,772		5,553,085
Cash at bank and in hand	19	548,442		410,741
		9,982,308		10,352,465
Creditors: amounts falling due within one year	20	(10,794,146)		(7,792,288)
Net current (liabilities)/assets			(811,838)		2,560,177
Total assets less current liabilities			463,289		3,563,385
Creditors: amounts falling due after more than one year	21		-		(2,311,918)
Provisions for liabilities
Other provisions	24	(10,000)		(10,000)
			(10,000)		(10,000)
Net assets			453,289		1,241,467

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ONE FOR FUN INTERNATIONAL LIMITED

REGISTERED NUMBER: 09925230

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

		As restated
	2024	2023
Note	£	£

Capital and reserves
Called up share capital	25	102	102
Share premium account	26	499,995	499,995
Capital redemption reserve	26	3	3
Foreign exchange reserve	26	53,979	31,773
Other reserves	26	127,382	9,185
Profit and loss account	26	(228,172)	700,409
Equity attributable to owners of the parent company		453,289	1,241,467
		453,289	1,241,467

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

D J Mordecai

Director

Date: 23 December 2025

The notes on pages 20 to 45 form part of these financial statements.

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ONE FOR FUN INTERNATIONAL LIMITED

REGISTERED NUMBER: 09925230

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments			846,339		846,339
			846,339		846,339
Current assets
Debtors: amounts falling due after more than one year	18	-		2,845,131
Debtors: amounts falling due within one year	18	4,189,626		1,913,560
Cash at bank and in hand	19	748		1,851
		4,190,374		4,760,542
Creditors: amounts falling due within one year	20	(2,474,150)		(958,113)
Net current assets			1,716,224		3,802,429
Total assets less current liabilities			2,562,563		4,648,768

Creditors: amounts falling due after more than one year	21		-		(2,000,000)

Net assets			2,562,563		2,648,768

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ONE FOR FUN INTERNATIONAL LIMITED

REGISTERED NUMBER: 09925230

COMPANY BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2024

	2024	2023
Note	£	£

Capital and reserves
Called up share capital	25		102		102
Share premium account	26		499,995		499,995
Capital redemption reserve	26		3		3
Profit and loss account brought forward		2,148,668		2,315,452
Loss for the year		(86,205)		(166,784)
Profit and loss account carried forward			2,062,463		2,148,668
			2,562,563		2,648,768

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

D J Mordecai

Director

Date: 23 December 2025

The notes on pages 20 to 45 form part of these financial statements.

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ONE FOR FUN INTERNATIONAL LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Capital redemption reserve	Foreign exchange reserve	Cash flow hedge reserve	Profit and loss account	Total equity
	£	£	£	£	£	£	£
At 1 July 2022	102	499,995	3	37,908	263,948	1,890,717	2,692,673
Comprehensive income for the period
Loss for the period	-	-	-	-	-	(1,190,308)	(1,190,308)
Movement on consolidation of foreign subsidiaries	-	-	-	(6,135)	-	-	(6,135)
Movement on cash flow hedge reserve	-	-	-	-	(254,763)	-	(254,763)
Other comprehensive income for the period	-	-	-	(6,135)	(254,763)	-	(260,898)

At 1 January 2024 (as previously stated)	102	499,995	3	31,773	9,185	1,020,162	1,561,220
Prior year adjustment - correction of error	-	-	-	-	-	(319,753)	(319,753)
At 1 January 2024 (as restated)	102	499,995	3	31,773	9,185	700,409	1,241,467
Comprehensive income for the year
Loss for the year	-	-	-	-	-	(928,581)	(928,581)
Movement on consolidation of foreign subsidiaries	-	-	-	22,206	-	-	22,206
Movement on cash flow hedge reserve	-	-	-	-	118,197	-	118,197
Other comprehensive income for the year	-	-	-	22,206	118,197	-	140,403
At 31 December 2024	102	499,995	3	53,979	127,382	(228,172)	453,289

The notes on pages 20 to 45 form part of these financial statements.

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ONE FOR FUN INTERNATIONAL LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 July 2022	102	499,995	3	2,315,452	2,815,552
Comprehensive income for the period
Loss for the period	-	-	-	(166,784)	(166,784)

At 1 January 2024	102	499,995	3	2,148,668	2,648,768
Comprehensive income for the period
Loss for the year	-	-	-	(86,205)	(86,205)
At 31 December 2024	102	499,995	3	2,062,463	2,562,563

The notes on pages 20 to 45 form part of these financial statements.

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ONE FOR FUN INTERNATIONAL LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

				As restated
			2024	2023
			£	£

Cash flows from operating activities
Loss for the financial year	(928,581)	(1,190,308)
Adjustments for:
Amortisation of intangible assets	104,111	63,898
Depreciation of tangible assets	147,409	282,790
Loss on disposal of tangible assets	15,874	3,802
Interest paid	777,317	1,141,904
Interest received	(850)	(843)
Taxation charge	82,707	150,899
(Increase)/decrease in stocks	(245,455)	1,782,260
Decrease in debtors	706,559	2,035,698
Increase/(decrease) in creditors	662,124	(1,084,238)
Increase in amounts owed to groups	254,043	-
Increase/(decrease) in provisions	-	(90,000)
Corporation tax (paid)	(4,165)	(164,522)
Movement in cashflow hedge reserve	118,197	(254,763)
Foreign exchange gains and losses	22,206	(6,134)
Net cash generated from operating activities	1,711,496	2,670,443

Cash flows from investing activities
Purchase of intangible fixed assets	(399,391)	(93,418)
Purchase of tangible fixed assets	(139,922)	(174,779)
Interest received	850	843
Net cash from investing activities	(538,463)	(267,354)
Cash flows from financing activities
Repayment of loans	(305,560)	(633,338)
Repayment of/new finance leases	-	(8,780)
Movements on invoice discounting	(152,455)	(712,501)
Interest paid	(577,317)	(1,141,904)
Net cash used in financing activities	(1,035,332)	(2,496,523)
Net increase/(decrease) in cash and cash equivalents	137,701	(93,434)
Cash and cash equivalents at beginning of year	410,741	504,175
Cash and cash equivalents at the end of year	548,442	410,741

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ONE FOR FUN INTERNATIONAL LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

			As restated
		2024	2023
		£	£

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	548,442	410,741
	548,442	410,741

The notes on pages 20 to 45 form part of these financial statements.

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ONE FOR FUN INTERNATIONAL LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	Other non-cash changes	At 31 December 2024
£	£	£	£

Cash at bank and in hand	410,741	137,701	-	548,442
Debt due after 1 year	(2,148,132)	-	2,148,132	-
Debt due within 1 year	(305,562)	305,560	(2,148,132)	(2,148,134)
	(2,042,953)	443,261	-	(1,599,692)

The notes on pages 20 to 45 form part of these financial statements.

Page 19

ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

One For Fun International Limited is a private company limited by shares incorporated in England & Wales under the Companies Act 2006. The registered office address is Unit 7 Tobar, Ipswich Road, Brome, Eye, Suffolk, IP23 8AW.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgment in applying the group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following subsidiary undertaking, Ozbozz Limited (registered number 09631127), is included in the consolidated financial statements and is entitled to, and has opted to take, exemption from the requirement for their individual accounts to be audited under Section 479A of the Companies Act 2006 relating to subsidiary companies.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

The following subsidiary undertaking, Ozbozz Limited (registered number 09631127) is included in the consolidated financial statements and is entitled to, and has opted to take, exemption from the requirement for their individual accounts to be audited under Section 479A of the Companies Act 2006 relating to subsidiary companies.

Page 20

ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Going concern

As part of their going concern assessment, the directors have considered the company and croup’s position at the time of signing the financial statements, in particular regarding the effects of the current economic climate and its potential impact on the group.

As part of their assessment, the directors have prepared forecasts until February 2027, taking into consideration expected trading performance, profitability and cash flow based on the current economic climate and latest results.

In addition, the directors have considered the group’s current working capital facilities, which are an invoice discounting facility and two CBILs fully repaid in the summer of 2025. The invoice discounting facility has two covenants. At points during the year the group has breached the minor covenant of the two, but continues to operate within the main covenant, as viewed by the bank. The group continues to have an excellent relationship with its bank, maintaining regular dialogue, and in relation to the covenant breaches, the bank has indicated their continued support for the business, so far that the group operates within the headroom covenant provided by the bank, which is anticipated.

In addition, the group also has loans with its parent, Merino Industries Limited, to which the group have received confirmation that the ultimate parent company will not recall the loan, and any associated interest, for a period of at least 12 months from the approval of these financial statements, unless the group has sufficient working capital to do so.

Based on the above, the directors have concluded that they have a reasonable expectation that the group will have adequate resources to continue in operational existence for the foreseeable future and at least 12 months from the date of signing the financial statements. They therefore continue to adopt the going concern basis of accounting in preparing these financial statements.

Page 21

ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The company's functional and presentational 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 that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group 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:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the group has transferred the significant risks and rewards of ownership to the buyer;

∙the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Online and wholesale turnover is recognised when an invoice is issued. Invoices are raised when goods are dispatched.

Page 22

ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

Operating leases: the group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

2.7

Leased assets: the group as lessor

Where assets leased to a third party give rights approximating to ownership (finance lease), the lessor recognises as a receivable an amount equal to the net investment in the lease i.e. the minimum lease payments receivable under the lease discounted at the interest rate implicit in the lease. This receivable is reduced as the lessee makes capital payments over the term of the lease.

A finance lease gives rise to two types of income: profit or loss equivalent to the profit or loss resulting from outright sale of the asset being leased, at normal selling prices, reflecting any applicable discounts, and finance income over the lease term.

2.8

Research and development

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 6 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.

2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.10

Finance costs

Finance costs are charged to profit or loss 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. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.11

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 23

ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Pensions

Defined contribution pension plan

The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the group in independently administered funds.

2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss 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 balance sheet date in the countries where the company and the group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 balance sheet date.

2.14

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the group but are presented separately due to their size or incidence.

Page 24

ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.15

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

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:

Intellectual property	-	5% straight line
Goodwill	-	5% straight line
Computer software	-	10% straight line

The useful economic life for intellectual property, goodwill and trademarks has been determined to be 20 years due to the long term inherent branding, knowledge and experience built up in the business.

2.16

Tangible fixed assets

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 group 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.

The group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Page 25

ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.16

Tangible fixed assets (continued)

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:

Leasehold property improvements	-	10% - 33% straight line
Motor vehicles	-	25% straight line
Fixtures and fittings	-	25% straight line
Office equipment	-	25% straight line
Warehouse equipment	-	25% straight line

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 profit or loss.

2.17

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.18

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.19

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each balance sheet 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 profit or loss.

2.20

Debtors

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.

Page 26

ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.21

Cash and cash equivalents

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.

2.22

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.23

Provisions for liabilities

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.

Increases in provisions are generally charged as an expense to profit or loss.

2.24

Financial instruments

The group enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to and from related parties and investments in ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an 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.

Page 27

ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.25

Hedge accounting

The group uses foreign currency forward contracts to manage its exposure to cash flow risk on its purchase of stock in US Dollars. These derivatives are measured at fair value at each reporting date.

To the extent the cash flow hedge is effective, movements in fair value are recognised in other comprehensive income and presented in a separate cash flow hedge reserve. Any ineffective portions of those movements are recognised in profit or loss for the year.

Gains and losses on the hedging instruments and the hedged items are recognised in profit or loss for the year. When a hedged item is an unrecognised firm commitment, the cumulative hedging gain or loss on the hedged item is recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss.

2.26

Invoice financing

The group has an invoice discounting arrangement. The amount owed by customers to the group is included within trade debtors and the amount owed to the invoice discounting company is included within creditors. The amount owed to the invoice discounting company is the difference between the amounts advanced by the discounting company and the invoices discounted. The interest element of the invoice discounting charges and other related costs are recognised as they accrue and are included in the Statement of Comprehensive Income with other interest charges.

2.27

Preference shares

Preference shares which result in fixed returns to the holder or are mandatorily redeemable at a specific date are classified as liabilities.

2.28

Dividends

Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.

Page 28

ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. These estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

The judgements, estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

Tangible and intangible fixed assets
Assets are depreciated or amortised over their useful economic lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

Stock provisions
For continuing stock the provision is based on the level of overstock held, which is determined as the total stock less the estimated sales quantity over a given period. The provision is then set at 50% to 75% of the overstock held. This is a change to previous years where the provision was set at 75% only.

Discounted stock is provided for based on 100% of the stock held, with the provision set at between 50% and 100% depending on age. This is a change to previous years where the provision was set at between 75% and 100%.

Trade debtors provision
Trade debtors are reviewed to consider whether any bad debts provision is required, with debts provided for on a specific basis. Factors considered include customer payment history and agreed payment terms.

Page 29

ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Sale of goods	20,688,211	34,734,363
	20,688,211	34,734,363

Analysis of turnover by country of destination:

					12 months ended 31 December	18 months ended 31 December
					2024	2023
					£	£

United Kingdom	12,077,060	22,422,675
Rest of Europe	6,765,739	10,164,110
Rest of the world	1,845,412	2,147,578
	20,688,211	34,734,363

Other operating income	55,702	112,214
Commissions receivable	-	19,459
	55,702	131,673

Page 30

ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Exchange (gains) / losses

(135,270)

20,146

Fees payable to the company's auditors for the audit of the consolidated and parent company's financial statements

11,600

9,000

Page 31

ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Wages and salaries	2,636,229	4,194,810	155,644	235,483
Social security costs	270,359	438,267	20,271	31,241
Cost of defined contribution scheme	167,188	265,906	18,886	22,562
	3,073,776	4,898,983	194,801	289,286

The average monthly number of employees, including the directors, during the year was as follows:

	12 months ended 31 December	18 months ended 31 December
	2024	2023
	No.	No.

Management and administration	64	58
Distribution and warehouse	22	24

	86	82

Page 32

ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Directors' emoluments	187,362	235,483
Group contributions to defined contribution pension schemes	23,461	22,562
	210,823	258,045

	During the year retirement benefits were accruing to 1 director (2023 - 2) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £155,644 (2023 - £235,483).
	The value of the group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £18,889 (2023 - £22,500).

The Directors are considered to be key management.

	Other interest receivable	850	843
		850	843

Page 33

ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Other loan interest payable	577,317	841,082
Preference share dividends	200,000	300,822
	777,317	1,141,904

Corporation tax
Current tax on profits for the year	26,919	31
	26,919	31

Total current tax	26,919	31

Deferred tax
Origination and reversal of timing differences	55,788	150,868
Total deferred tax	55,788	150,868


	Tax on loss	82,707	150,899

Page 34

ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Taxation (continued)

Loss on ordinary activities before tax

(845,874)

(1,039,409)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22.01%)	(211,469)	(228,774)
Effects of:
Non-tax deductible amortisation of goodwill and impairment	16,497	-
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	17,697	164,042
Other timing differences leading to an increase (decrease) in taxation	41,519	21,346
Adjust closing deferred tax rate	-	17,798
Impact of prior year adjustment	-	70,377
Unrelieved loss on foreign subsidiaries	218,463	106,110
Total tax charge for the year/period	82,707	150,899

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 35

ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Group restructuring costs	102,136	407,140
Legal claim	231,547	-
	333,683	407,140

14.	Intangible assets
	Group and Company

	Other intangibles	Computer software	Goodwill	Total
	£	£	£	£
Cost
At 1 January 2024	23,585	76,073	937,865	1,037,523
Additions	30,180	368,971	240	399,391
At 31 December 2024	53,765	445,044	938,105	1,436,914
Amortisation
At 1 January 2024	3,584	-	299,581	303,165
Charge for the year on owned assets	3,997	34,126	65,988	104,111
At 31 December 2024	7,581	34,126	365,569	407,276
Net book value
At 31 December 2024	46,184	410,918	572,536	1,029,638
At 31 December 2023	20,001	76,073	638,284	734,358

Page 36

ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.Intangible assets (continued)

Goodwill of £781,420 relates to goodwill, previously within Tobar Group Trading Limited, which arose on the purchase of the business and certain assets of Tobar Group Holdings Limited and One For Fun France SARL on 19 January 2012. On 14 February 2020 the goodwill within Tobar Group Trading Limited was transferred to One For Fun Limited, via a sale of assets and trade agreement. This goodwill is being amortised over a period of 20 years with 7 years remaining.

Goodwill of £39,003 relates to goodwill arising on the purchase of One For Fun Scandinavia AB on 5 January 2016. This goodwill is being amortised over a period of 20 years with 11 years remaining.

Goodwill of £117,442 relates to goodwill arising on the purchase of Ozbozz Limited and its subsidiaries on 3 April 2018. This goodwill is being amortised over a period of 20 years with 13 years remaining.

15.	Tangible fixed assets
	Group

	Warehouse equipment	Office equipment	Total
	£	£	£
Cost or valuation
At 1 January 2024	431,616	481,097	912,713
Additions	50,556	89,366	139,922
Disposals	-	(17,743)	(17,743)
At 31 December 2024	482,172	552,720	1,034,892
Depreciation
At 1 January 2024	369,375	274,488	643,863
Charge for the year on owned assets	57,418	89,991	147,409
Disposals	-	(1,869)	(1,869)
At 31 December 2024	426,793	362,610	789,403
Net book value
At 31 December 2024	55,379	190,110	245,489
At 31 December 2023	62,241	206,609	268,850

Page 37

ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	846,339
	At 31 December 2024	846,339

Subsidiary undertakings
The following were subsidiary undertakings of the company:
Name	Registered office	Class of shares	Holding

Ozbozz Limited	Unit 7 Tobar, Ipswich Road, Brome, Eye, Suffolk, IP23 8AW	Ordinary	100%
H Grossman Trading Limited*	3 Cambuslang Way, Gateway Office Park, Glasgow, G32 8ND	Ordinary	100%
One For Fun Limited*	3 Cambuslang Way, Gateway Office Park, Glasgow, G32 8ND	Ordinary	100%
One For Fun (Hong Kong) Limited*	Room 1103B, 11th Floor, Tower 2, South Seas Centre, 75 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong	Ordinary	100%
One For Fun France SARL*	ZA due la Perdriere, 1 rue de la Porizi, 49500, Nyoiseau	Ordinary	100%
One For Fun Scandinavia AB*	Videvägen 5, 746 31 Bålsta, Sweden	Ordinary	100%
One For Fun US LLC*	8 The Green, Suite F, Dover, 19901, United States of America	Ordinary	100%

* Indirectly held subsidiaries.

Of the above subsidiaries, Ozbozz Limited (registered number 09631127) is included in the consolidated financial statements and is entitled to, and has opted to take, exemption from the requirement for their individual accounts to be audited under Section 479A of the Companies Act 2006 relating to subsidiary companies.

Page 38

ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Stocks
		Group	Group
		2024	2023
		£	£

Finished goods and goods for resale	4,634,094	4,388,639
	4,634,094	4,388,639

The carrying value of stocks are stated net of provisions totalling £120,000 (2023 - £362,690). Amounts recognised within the profit and loss in respect of movements in the provision totalled a decrease of £242,690 (2023 - £115,838 increase).

18.	Debtors
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£


Amounts owed by group undertakings	-	-	-	2,845,131
	-	-	-	2,845,131

Group	Group As restated	Company	Company As restated
2024	2023	2024	2023
£	£	£	£


Trade debtors	3,646,174	4,562,333	-	-
Amounts owed by group undertakings	-	-	4,142,718	1,870,100
Other debtors	172,906	77,760	76	1,350
Called up share capital not paid	100	100	100	100
Prepayments and accrued income	912,286	788,798	-	-
Deferred taxation	68,306	124,094	46,732	42,010
	4,799,772	5,553,085	4,189,626	1,913,560

19.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Cash at bank and in hand	548,442	410,741	748	1,851
	548,442	410,741	748	1,851

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ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.	Creditors: Amounts falling due within one year
		Group	Group As restated	Company	Company As restated
		2024	2023	2024	2023
		£	£	£	£

Bank loans	148,134	305,562	-	-
Trade creditors	1,946,556	1,189,907	450	4,320
Amounts owed to group undertakings	1,525,679	1,107,850	-	499,554
Deferred and contingent consideration	286,200	286,200	286,200	286,200
Corporation tax	29,134	4,846	-	-
Other taxation and social security	671,461	585,442	-	-
Proceeds of factored debts	3,223,026	3,375,481	-	-
Other creditors	124,441	138,254	-	-
Accruals and deferred income	839,515	798,746	187,500	168,039
Share capital treated as debt	2,000,000	-	2,000,000	-
	10,794,146	7,792,288	2,474,150	958,113

	Disclosure of the terms and conditions attached to the non-equity shares is made in note 25.
	The bank loans are secured by floating charges over all assets, property and undertakings of the group. The proceeds of factored debts are secured on the amounts shown within trade debtors in note 18 along with a fixed and floating charge over all assets, property and undertakings of the company and the group.

21.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Bank loans	-	148,132	-	-
Amounts owed to group undertakings	-	163,786	-	-
Share capital treated as debt	-	2,000,000	-	2,000,000
	-	2,311,918	-	2,000,000

Disclosure of the terms and conditions attached to the non-equity shares is made in note 25.

The bank loans are secured by floating charges over all assets, property and undertakings of the group.

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ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

22.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group
		2024	2023
		£	£

Amounts falling due within one year
Bank loans	148,134	305,562
	148,134	305,562
Amounts falling due 1-2 years
Bank loans	-	148,132
	-	148,132


	148,134	453,694

23.	Deferred taxation
	Group

		2024
		£

	At beginning of year	124,094
	Charged to profit or loss	(55,788)
	At end of year	68,306

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ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

23.Deferred taxation (continued)

Company

		2024
		£

	At beginning of year	42,010
	Charged to profit or loss	4,722
	At end of year	46,732

The deferred tax asset is made up as follows:
	Group	Group	Company	Company
	2024	2023	2024	2023
	£	£	£	£

Accelerated capital allowances	18,996	27,351	-	-
Tax losses carried forward	78	26,201	-	-
Other short term timing differences	49,232	70,542	46,732	42,010
	68,306	124,094	46,732	42,010

24.	Provisions
	Group

		Dilapidation provision
		£

	At 1 January 2024	10,000
	At 31 December 2024	10,000

As part of the lease agreements for the premises in which the group and company operates, there is an obligation to reinstate the properties to the required condition at the end of the agreement. As such, the group and company has included a provision for the estimated costs in relation to these lease obligations.

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ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

24.Provisions (continued)

Allotted, called up and fully paid

600 (2023 - 600) A Ordinary shares of £0.10 each	60	60
50 (2023 - 50) B1 Ordinary shares of £0.10 each	5	5
50 (2023 - 50) B2 Ordinary shares of £0.10 each	5	5
231 (2023 - 231) C Ordinary shares of £0.10 each	23	23
87 (2023 - 87) D Ordinary shares of £0.10 each	9	9

	102	102

The Ordinary shares rank pari passu except with regards to the rights on return of capital. The rights on return of capital are such that capital would be returned first to B1 and B2 shareholders, and then the A shareholders and finally the C and D shareholders.

	2024	2023
	£	£
Shares classified as debt

Allotted, called up and fully paid

200,000 (2023 - 200,000) Preference shares of £10.00 each	2,000,000	2,000,000

The Preference shares carry the rights to attend, speak and vote at all general meetings of the company and to receive and vote on proposed written resolutions of the company.

The Preference shares entitle the holder to a fixed cumulative dividend of 11%. The preference shares are non-redeemable.

The rights as regards return of capital are such that capital would be returned first to preference shareholders before any other class of share.

In accordance with FRS 102, the Preference shares have therefore been treated as liabilities within these financial statements and any preference share dividends paid are disclosed as interest paid.

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ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

26.

Reserves

Share premium account

The share premium account includes the premium on issue of equity shares, net of any issue costs.

Capital redemption reserve

The capital redemption reserve contains the nominal value of own shares that have been acquired by the company and cancelled.

Foreign exchange reserve

The reserve records the profit or loss that arises on consolidation of foreign entities.

Cash flow hedge reserve

The cash flow hedge reserve represents cumulative movements in the fair value of forward currency contracts.

Profit and loss account

The profit and loss reserve records the cumulative retained profits and losses of the group.

27.	Prior year adjustment

The prior year consolidated numbers have been amended by £319,753 to reflect transactions which took place within the group but were not reflected in the consolidated numbers. Debtors have been adjusted by £166,933 and creditors by £152,820.

28.	Pension commitments

The group operates a defined contribution scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension charge amounted to £167,188 (2023 - £265,906). As at the year end there were £186,925 (2024 - £182,167) of contributions payable to the fund.

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ONE FOR FUN INTERNATIONAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

29.	Commitments under operating leases
	At 31 December 2024 the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£	£

Not later than 1 year	400,294	395,364
Later than 1 year and not later than 5 years	1,455,775	1,302,642
Later than 5 years	185,205	502,698
	2,041,274	2,200,704

30.

Related party transactions

At the period end the group owed £1,525,679 (2023 - £1,271,636) to Merino Industries Limited, its ultimate parent company. Interest of £60,830 (2023 - £91,494) was charged on this loan during the period. Preference share dividends of £200,000 (2023 - £300,822) were payable to Merino Industries Limited in the period.

During the period Merino Industries Limited charged the group £56,250 (2023 - £112,500) in respect of directors fees.

The company has taken advantage of the exemption available in FRS 102 section 33 from the requirement to disclose transactions with its parent company and any wholly owned subsidiaries.

31.	Controlling party

The company is controlled by Merino Industries Limited, which is incorporated in England and Wales.

Merino Industries Limited is controlled by M E Colley. The registered office address is Golden Cross House, 8 Duncannon Street, London, WC2N 4JF.

Page 45