ACCOUNTS - Final Accounts preparation

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

12 months ended 31 December 2024

18 months ended 31 December 2023

Registered number: SC062650

ONE FOR FUN LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

ONE FOR FUN LIMITED

COMPANY INFORMATION

Directors	M E Colley
	D J Mordecai


Registered number	SC062650


Registered office	3 Cambuslang Way
	Gateway Office Park
	Glasgow
	Scotland
	G32 8ND


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

ONE FOR FUN LIMITED

CONTENTS

	Page
Strategic Report	1 - 3
Directors' Report	4 - 5
Independent Auditors' Report	6 - 9
Statement of Comprehensive Income	10
Statement of Financial Position	11 - 12
Statement of Changes in Equity	13
Notes to the Financial Statements	14 - 34

ONE FOR FUN LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

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

Business review

The company 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 £20m 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 30.58% from 29.98% due to a combination of customer/product mix, import costs and favourable exchange rate movements.

Administrative expenses have reduced by £400,431 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 by £50,784 on a like by like basis as one off costs were incurred to streamline the business in 2023.

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 increased on a like by like basis to £1,443,606 (2023 18 month period: £1,918,372) 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 £4.3m having been consciously lowered from £6.1m to £4.1m in the prior year to aid cash flow and turn stock quicker.

Principal risks and uncertainties

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

The key risk for the company 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 company 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.

Page 1

ONE FOR FUN LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Financial risk management objectives and policies

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

Credit Risk
The company 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 company manages its cash and borrowing requirements centrally to maximise interest income and minimise interest expense, whilst ensuring that the company has sufficient liquid resources to meet the operating needs to its business. The company 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 company's main exposures to price risk arise from increases to purchase costs from principal suppliers. This risk is minimised as the company actively monitors purchase prices to ensure procurement is made in the most cost effective manner. The company 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 company'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 company’s core wholesale activities and forecast continued growth.

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

Page 2

ONE FOR FUN LIMITED

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 are as follows:

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

Turnover	19,534,464	30,955,638
Operating profit	1,099,909	1,324,375
EBITDA*	1,443,606	1,918,372

*EBITDA is stated before exceptional costs of £92,654 (2023 - £215,157).

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 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 profit for the year, after taxation, amounted to £262,160 (2023 - £151,811).

The directors do not recommend payment of a final dividend (2023 - £Nil).

Financial instruments

The company'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 company 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.

Qualifying third-party indemnity provisions

During the year the company 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 company'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 Strategic Report

In accordance with section 414C (11) of the Companies Act 2006, information on exposure to risks and future developments is covered in the strategic report.

Page 4

ONE FOR FUN LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

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

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

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

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'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'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 LIMITED

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

Opinion

We have audited the financial statements of One for Fun Limited (the 'company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the 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 company's affairs as at 31 December 2024 and of its profit for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 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 LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ONE FOR FUN 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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

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

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 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 company or to cease operations, or have no realistic alternative but to do so.

Page 7

ONE FOR FUN LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ONE FOR FUN 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 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 company.

Due to the field in which the company 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 company's ability to operate, including Consumer Code compliance, employment law and compliance with various other regulations relevant to the conduct of the company'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 company's 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 LIMITED

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

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

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


Turnover	4	19,534,464	30,955,638
Cost of sales		(13,561,432)	(21,673,416)
Gross profit		5,973,032	9,282,222
Administrative expenses		(4,836,171)	(7,854,903)
Exceptional administrative expenses		(92,654)	(215,157)
Other operating income	5	55,702	112,213
Operating profit	6	1,099,909	1,324,375
Interest payable and similar expenses	10	(776,443)	(1,138,137)
Profit before tax		323,466	186,238
Tax on profit	11	(61,306)	(34,427)
Profit for the financial year		262,160	151,811

Other comprehensive income for the year
Cashflow hedge reserve	118,197	(254,763)
Total comprehensive income for the year	380,357	(102,952)

The notes on pages 14 to 34 form part of these financial statements.

Page 10

ONE FOR FUN LIMITED

REGISTERED NUMBER: SC062650

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	13		1,459,810		1,164,770
Tangible assets	14		208,339		246,590
Investments	15		545,891		249,272
			2,214,040		1,660,632
Current assets
Stocks	16	4,260,906		4,078,376
Debtors: amounts falling due within one year	17	5,832,335		7,219,116
Cash at bank and in hand	18	297,335		183,990
		10,390,576		11,481,482
Creditors: amounts falling due within one year	19	(8,735,201)		(6,849,084)
Net current assets			1,655,375		4,632,398
Total assets less current liabilities			3,869,415		6,293,030
Creditors: amounts falling due after more than one year	20		-		(2,803,972)
Provisions for liabilities
Other provisions	23	(10,000)		(10,000)
			(10,000)		(10,000)
Net assets			3,859,415		3,479,058

Page 11

ONE FOR FUN LIMITED

REGISTERED NUMBER: SC062650

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Capital and reserves
Called up share capital	24	100,160	100,160
Share premium account	25	406	406
Other reserves	25	127,382	9,185
Profit and loss account	25	3,631,467	3,369,307
		3,859,415	3,479,058

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 14 to 34 form part of these financial statements.

Page 12

ONE FOR FUN LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Other reserves	Profit and loss account	Total equity
	£	£	£	£	£
At 1 July 2022	100,160	406	263,948	3,217,496	3,582,010
Comprehensive income for the period
Profit for the period	-	-	-	151,811	151,811
Cashflow hedge reserve movement	-	-	(254,763)	-	(254,763)
Total comprehensive income for the period	-	-	(254,763)	151,811	(102,952)

At 1 January 2024	100,160	406	9,185	3,369,307	3,479,058
Comprehensive income for the year
Profit for the year	-	-	-	262,160	262,160
Cashflow hedge reserve movement	-	-	118,197	-	118,197
Total comprehensive income for the year	-	-	118,197	262,160	380,357
At 31 December 2024	100,160	406	127,382	3,631,467	3,859,415

The notes on pages 14 to 34 form part of these financial statements.

Page 13

ONE FOR FUN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

One For Fun Limited is a private company limited by shares incorporated in Scotland under the Companies Act 2006. The registered office address is 3 Cambuslang Way, Gateway Office Park, Glasgow, G32 8ND.

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 management to exercise judgment in applying the company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

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

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of One for Fun International Limited as at 31 December 2024 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

2.3

Exemption from preparing consolidated financial statements

The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 14

ONE FOR FUN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Going concern

As part of their going concern assessment, the directors have considered the company'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 company.

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 results to November 2025.

In addition, the directors have considered the company’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 company has breached the minor covenant of the two, but continues to operate within the main covenant, as viewed by the bank. The company 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 company operates within the headroom covenant provided by the bank, which is anticipated.

In addition, the company also has loans with its ultimate parent, Merino Industries Limited, to which the company 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 company has sufficient working capital to do so.

Based on the above, the directors have concluded that they have a reasonable expectation that the company 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 15

ONE FOR FUN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

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 resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the 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'.

2.6

Revenue

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

Sale of goods

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

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

∙the company 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 company 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.

2.7

Operating leases: the company as lessee

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

Page 16

ONE FOR FUN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

Leased assets: the company 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.

2.9

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.

2.10

Borrowing costs

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

2.11

Pensions

Defined contribution pension plan

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

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

Page 17

ONE FOR FUN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

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 reporting date in the countries where the company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

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

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.13

Exceptional items

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

Page 18

ONE FOR FUN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.14

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 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 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
Trademarks	-	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.

2.15

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.

The company 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 company. 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 19

ONE FOR FUN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.15

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:

Motor vehicles	-	25%	straight line
Fixtures and fittings	-	25%	straight line
Warehouse	-	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.

2.16

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting 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 reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased..

2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.18

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 reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.19

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 20

ONE FOR FUN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.20

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.

2.21

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.

2.22

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.

2.23

Invoice financing

The company has an invoice discounting arrangement. The amount owed by customers to the company 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.

2.24

Financial instruments

The company 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 21

ONE FOR FUN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.25

Hedge accounting

The company 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.

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 22

ONE FOR FUN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Sale of goods	19,534,464	30,955,638
	19,534,464	30,955,638

Analysis of turnover by country of destination:

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

United Kingdom	13,176,535	21,892,194
Rest of Europe	4,512,517	6,978,595
Rest of the world	1,845,412	2,084,849
	19,534,464	30,955,638

5.	Other operating income
		12 months ended 31 December 2024	18 months ended 31 December 2023
		£	£

Other operating income	55,702	112,213
	55,702	112,213

Page 23

ONE FOR FUN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Exchange (gains) / losses

(161,514)

581

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

25,000

24,000

Wages and salaries	2,193,977	3,503,747
Social security costs	216,068	343,478
Cost of defined contribution scheme	140,537	229,697
	2,550,582	4,076,922

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

	2024	2023
	No.	No.

Management and administration	51	58
Distribution and warehouse	22	23

	73	81

Page 24

ONE FOR FUN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Directors' remuneration
		12 months ended 31 December 2024	18 months ended 31 December 2023
		£	£

Directors' emoluments	31,718	132,722
Company contributions to defined contribution pension schemes	4,575	20,588
	36,293	153,310

During the year retirement benefits were accruing to 1 director (2023 - 1) in respect of defined contribution pension schemes.

10.	Interest payable and similar expenses
		12 months ended 31 December 2024	18 months ended 31 December 2023
		£	£

	Other loan interest payable	776,443	1,138,137
		776,443	1,138,137

Page 25

ONE FOR FUN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

Total current tax	26,919	-

Deferred tax
Origination and reversal of timing differences	34,387	34,427
Total deferred tax	34,387	34,427


		61,306	34,427

Page 26

ONE FOR FUN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.Taxation (continued)

Profit on ordinary activities before tax

323,466

186,238

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22.01%)	80,867	40,991
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	10,214
Adjustments to tax charge in respect of prior periods	-	2,279
Adjustment to changes in deferred tax rates	-	3,851
Other timing differences leading to an increase (decrease) in taxation	41,518	17,970
Special factors affecting joint-ventures and associates leading to an increase (decrease) in the tax charge	-	(8)
Group relief	(95,273)	(40,870)
Total tax charge for the year/period	61,306	34,427

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

12.	Exceptional items
		2024	2023
		£	£

	Group restructuring costs	92,654	215,157
		92,654	215,157

Page 27

ONE FOR FUN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Intangible assets

	Intellectual property	Trademarks	Computer software	Goodwill	Total
	£	£	£	£	£
Cost
At 1 January 2024	2,575	21,395	76,073	1,319,763	1,419,806
Additions	-	30,180	368,971	-	399,151
At 31 December 2024	2,575	51,575	445,044	1,319,763	1,818,957
Amortisation
At 1 January 2024	300	1,782	-	252,954	255,036
Charge for the year on owned assets	129	3,868	34,126	65,988	104,111
At 31 December 2024	429	5,650	34,126	318,942	359,147
Net book value
At 31 December 2024	2,146	45,925	410,918	1,000,821	1,459,810
At 31 December 2023	2,275	19,613	76,073	1,066,809	1,164,770

Page 28

ONE FOR FUN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Tangible fixed assets

	Fixtures and fittings	Warehouse	Total
	£	£	£
Cost or valuation
At 1 January 2024	414,468	431,616	846,084
Additions	89,366	19,315	108,681
At 31 December 2024	503,834	450,931	954,765
Depreciation
At 1 January 2024	230,119	369,375	599,494
Charge for the year on owned assets	89,514	57,418	146,932
At 31 December 2024	319,633	426,793	746,426
Net book value
At 31 December 2024	184,201	24,138	208,339
At 31 December 2023	184,349	62,241	246,590

15.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	249,272
	Additions	296,619
	At 31 December 2024	545,891

Page 29

ONE FOR FUN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

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

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%

16.	Stocks
		2024	2023
		£	£

Finished goods and goods for resale	4,260,906	4,078,376
	4,260,906	4,078,376

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).

Page 30

ONE FOR FUN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.

Debtors

					2024	2023
					£	£


Trade debtors	2,952,735	3,548,424
Amounts owed by group undertakings	2,137,723	2,962,774
Other debtors	124,576	-
Prepayments and accrued income	595,727	651,957
Deferred taxation	21,574	55,961
	5,832,335	7,219,116

The impairment credit recognised in profit or loss for the period in respect of bad and doubtful trade debts was £Nil (2023 - £8,917).

18.	Cash and cash equivalents
		2024	2023
		£	£

Cash at bank and in hand	297,335	183,990
	297,335	183,990

19.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Bank loans	148,134	305,562
Trade creditors	1,679,541	1,083,598
Amounts owed to group undertakings	2,442,008	1,066,771
Corporation tax	27,600	-
Other taxation and social security	529,493	477,322
Proceeds of factored debts	3,186,712	3,375,481
Other creditors	124,441	131,922
Accruals and deferred income	597,272	408,428
	8,735,201	6,849,084

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

The proceeds of factored debts are secured on the amounts shown within trade debtors in note 17.

Page 31

ONE FOR FUN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.	Creditors: Amounts falling due after more than one year
		2024	2023
		£	£

Bank loans	-	148,132
Amounts owed to group undertakings	-	2,655,840
	-	2,803,972

The bank loans are secured by floating charges over all assets, property and undertakings of the company and are all due within on year.

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

22.	Deferred taxation

		2024
		£

	At beginning of year	55,961
	Charged to profit or loss	(34,387)
	At end of year	21,574

Page 32

ONE FOR FUN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

22.Deferred taxation (continued)

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

Accelerated capital allowances	18,996	27,351
Tax losses carried forward	78	78
Short term timing differences	2,500	28,532
	21,574	55,961

23.	Provisions

		Dilapidation provision
		£

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

24.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

100,160 (2023 - 100,160) Ordinary shares of £1.00 each	100,160	100,160

25.

Reserves

Share premium account

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

Other reserves

Other reserves includes the cashflow hedge reserve which represents the foreign exchange movement on the hedging financial instruments held at the period end date.

Profit and loss account

The profit and loss account represents cumulative profits and losses, net of dividends paid.

Page 33

ONE FOR FUN LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

26.	Pension commitments

The company operates a defined contribution scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension charge amounted to £140,537 (2023 - £229,697). As at the year end there were £nil (2024 - £14,128) of contributions payable to the fund.

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

28.

Related party transactions

At the period end the company owed £832,911 being £608,295 loan and interest of £224,616 (2023 - £608,295 plus interest of £163,786) to Merino Industries Limited, its ultimate parent company. Interest of £60,830 (2023 - £91,494) was paid on this loan during the period. Fees were paid to this company amounting to £31,250.

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.

29.	Controlling party

The company is a subsidiary of H Grossman Trading Limited, which is incorporated in Scotland. The registered office address is 3 Cambuslang Way, Gateway Office Park, Glasgow, G32 8ND.

Merino Industries Limited, which is incorporated in England and Wales, is the ultimate parent company. Merino Industries Limited is controlled by M E Colley. The registered office address is Golden Cross House, 8 Duncannon Street, London, WC2N 4JF.

The smallest and largest group in which the results of the company are consolidated is that headed by One For Fun International Limited. Consolidated accounts are publicly available from Companies House, Cardiff, CF14 3UZ.

Page 34