The directors present the strategic report for the period ended 3 July 2025.

Searchlight Ventures Limited is the holding company for Light Cinemas Group Ltd, a UK based cinema business, The Light Entertainment Group Ltd, a UK based cinema and leisure business and All Star TopCo Limited, a UK based leisure operator.

Searchlight Ventures Group Limited operates 18 entertainment venues across the UK, following the acquisition of All Star in May 2025. It was created as part of the Management Buy-out in October 2024 backed by Risk Capital Partners which resulted in all existing debt being repaid. The deal was also supported by Barclays Bank Plc, who provided a new growth capital facility to support the growth strategy.

Light Entertainment Group is responsible for the creation of cinema based, multi-entertainment venues. April 2025 saw the opening of the largest project to date at the Kingsgate Shopping Centre in Huddersfield, a 70,000 sq ft site over 3 floors including a 6 screen cinema and 15 leisure activities. The project has seen strong trading from the start which continues to validate this being the core strategy of the group.

Light Cinema Group operates 8 multiplex cinemas across the UK. The performance of the business reflects wider macro challenges in the cinema market of reduced admissions since 2019, over-supply and increasing costs largely due to Government policy. The business has benefited from temporary landlord arrangements. Should permanent agreements not be secured in 2026, this could give rise to uncertainty over the continued operation of a number of sites.

All Star Lanes has been acquired to enable the business to pursue a pure-play leisure strategy. Investments in new bowling equipment, enhancements to the food and drink offer and central cost savings have stabilised the brand. Through a programme of refurbishments and new sites, it is expected that the business will make a significant contribution to the profitability of the business from 2027 onwards.

The Directors consider Turnover and EBITDA as the key performance indicators for the company. Turnover was £36.7m and EBITDA £3.4m.

The EBITDA for the 12 months (due to Group being formed in October-24 and shortening of accounting year-end) was £4.4m on a turnover of £48m. The Directors expect this figure to double in the next two years based on the opening of new sites, and expect to deploy around £15m of capital to achieve this goal.

There are a number of key risks to the business:

• Inflationary Costs particularly relating to the last years Fiscal Budget which took effect from April 2025. Price rises and efficiencies have partially mitigated this issue. However, restructuring the Cinema Group and central costs savings remain options should they be required in the future.

• Intensifying competition within the cinema and leisure markets. Our focus on quality and range of offer, value for money and great customer service are key mitigations. However, careful site selection and controls on capital expenditures are important factors as this risk is expected to increase over the next few years.
  

• A reduction in disposal income due to higher taxation and the rising cost of living. To address this risk, we continue to maintain affordable entry-level prices, delivering value for money, and sustaining high service standards to retain customer loyalty and mitigate the impact of economic fluctuations on revenue.

The directors are required to make a statement which describes how they have behaved with regard to the matters set out in Section 172(1) of the Companies Act 2006, namely:

Duty to promote the success of the company

(a) the likely consequences of any decision in the long-term;

(b) the interests of the company’s employees;

(c) the need to foster the company’s business relationships with suppliers, customers, and others;

(d) the impact of the company’s operations on the community and the environment;

(e) the desirability of the company maintaining a reputation for high standard of business conduct;

(f) the need to act fairly between members of the company.

Section 172 statement

The directors insist on high operating standards and fiscal discipline and routinely engage with management and employees of the company to understand the underlying issues within the organisation. Additionally, the board looks outside the organisation at macro factors affecting the business.

The directors consider all known facts when developing strategic decisions and long-term plans, taking into account their likely consequences for the group. The directors and management are committed to the interests and well-being of its employees. The group is committed to the highest levels of integrity and transparency where possible with employees and other stakeholders. Safety initiatives, consistent training, benefit packages and open dialogue between all employees are just a few of the ways the group ensures its employees improve skill sets and work hand-in-hand with management to improve all aspects of the group’s performance.

Other stakeholders include, customers, suppliers, distributors, debt holders, industry associations, government and regulatory agencies, the BFI, local communities and shareholders.

The board, both individually and together, consider that they have acted in the way they consider would be most likely to promote the success of the group as a whole. In order to do this, there is a process of dialogue with stakeholders to understand the issues that they might have. The group believes that any supplier/customer relationship must be mutually beneficial and the group is known for its commitment to details to its customers. Communications with debt holders and shareholders occur on an ongoing basis and as questions arise.

The directors are committed to positive involvement in the local communities where we operate. We offer dementia screenings and work nationally to increase awareness and build audience with charities such as Dimensions and Alzheimer’s Society and each site works on a more regional level with local outreach. The Light is also represented on the disability working group for the UK Cinema Association. We offer regular Silver Screen and Baby Friendly showings and run regular children’s activities in-cinema and our Family Special screenings offer great value prices to really engage with families during the weekends and school holidays. As well as our programming strategy aiming to ensure inclusion, we also offer safe spaces to all members of the community throughout our buildings and leisure offer. This is reinforced through staff recruitment and training, as well as through our communications strategy.

Integrity is a key tenet for The Light’s directors and employees. The Light believes that any partnership must benefit both parties. We strive to provide our stakeholders with timely and informative responses and are always striving to meet or exceed customers’ needs.

The board recognises its responsibilities under section 172 as outlined above and has acted at all times in a way consistent with promoting the success of the company with regard to all stakeholders.

On behalf of the board

The directors present their annual report and financial statements for the period ended 3 July 2025.

The results for the period are set out on page 7.

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Searchlight Ventures Limited for the period ended 3 July 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and the related notes from the company’s accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com/regulation.

This report is made solely to the board of directors of Searchlight Ventures Limited, as a body, in accordance with the terms of our engagement letter dated 8 October 2024. Our work has been undertaken solely to prepare for your approval the financial statements of Searchlight Ventures Limited and state those matters that we have agreed to state to the board of directors of Searchlight Ventures Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Searchlight Ventures Limited and its board of directors as a body, for our work or for this report.

It is your duty to ensure that Searchlight Ventures Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Searchlight Ventures Limited. You consider that Searchlight Ventures Limited is exempt from the statutory audit requirement for the period.

We have not been instructed to carry out an audit or a review of the financial statements of Searchlight Ventures Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

For the financial period ended 3 July 2025 the company was entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies.

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

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

Searchlight Ventures Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6 Kingly Street, London, England, W1B 5PF.

The company's financial statements are presented for a period shorter than one year, comprising 11 months to 3 July 2025. The financial period end was changed to align with the new ultimate holding entity, Searchlight Ventures Group Limited. The comparative period represents 6 1/2 months to 29 July 2024. As a result of this the amounts presented in the financial statements are not entirely comparable.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Searchlight Ventures Limited. These consolidated financial statements are available from its registered office, 6 Kingly Street, London W1B 5PF.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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

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

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

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

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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

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

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

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

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

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

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

The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 3 July 2025 are as follows:

Registered office addresses (all UK unless otherwise indicated):