REGISTERED NUMBER: 09361288 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

FORMATION LIGHTING LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

A C Barber

J Doyle

A C Jolliffe

J J Koch

REGISTERED OFFICE:

Unit 1 Evercreech Way

Highbridge

TA9 4AR

REGISTERED NUMBER:

09361288 (England and Wales)

ACCOUNTANTS:

Dafferns LLP

One Eastwood

Harry Weston Road

Binley Business Park

Coventry

CV3 2UB

FIXED ASSETS

Intangible assets

5

1,551,140

1,772,732

Tangible assets

6

349,694

495,811

Investments

7

287

287

1,901,121

2,268,830

CURRENT ASSETS

Stocks

443,952

406,021

Debtors

8

896,560

1,783,006

Cash at bank

576,395

484,801

1,916,907

2,673,828

CREDITORS

Amounts falling due within one year

9

2,006,981

2,439,141

NET CURRENT (LIABILITIES)/ASSETS

(90,074

)

234,687

TOTAL ASSETS LESS CURRENT LIABILITIES

1,811,047

2,503,517

CREDITORS

Amounts falling due after more than one year

10

(692,582

)

(1,309,187

)

PROVISIONS FOR LIABILITIES

(55,000

)

(51,000

)

NET ASSETS

1,063,465

1,143,330

CAPITAL AND RESERVES

Called up share capital

11

1,000

1,000

Capital redemption reserve

250

250

Retained earnings

1,062,215

1,142,080

SHAREHOLDERS' FUNDS

1,063,465

1,143,330

The Company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the Company to obtain an audit of its financial statements for the year ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the Company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the Company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the Company.

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 15 May 2026 and were signed on its behalf by:

A C Jolliffe - Director

A C Barber - Director

1.	STATUTORY INFORMATION

Formation Lighting Ltd is a private company, limited by shares, registered in England and Wales. The Company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£), rounded to the nearest £1.

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historic cost convention.

The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of lighting products is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on delivery 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.

Goodwill

Goodwill, being the amount paid in connection with the hive up of trade and assets of a subsidiary company, is being amortised evenly over its estimated useful life of 9 years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

Tangible fixed assets are recognised at cost and subsequently measured under the historical cost model being cost less accumulated depreciation and any accumulated impairment losses.

Historical cost includes any direct expenditure incurred to bring the asset to its current location and condition necessary for the asset to work as intended by management.

Depreciation is provided at the following annual rates in order to write off the cost of each asset over its estimated useful life.

Long leasehold improvements

- 25% straight line

Plant and machinery

- 25% on reducing balance

Fixtures and fittings

- 25% on reducing balance

Motor vehicles

- 25% on reducing balance

Computer equipment

- 25% straight line

Repairs and maintenance costs are charged to the Income Statement in the period in which they are incurred.

Any gains and losses on the disposal of tangible fixed assets are recognised in the Income Statement in the year that the disposal takes place.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in the Income Statement. Reversals of impairment losses are also recognised in the Income Statement.

Financial instruments

Basic financial instruments in debtors and creditors with no stated interest rate, and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the Income Statement in other administrative expenses.

Other financial assets and liabilities, such as loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in the Income Statement.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to the Income Statement on a straight line basis over the period of the lease.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the Balance Sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to the Income Statement so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to the Income Statement on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 44 (2024 - 42 ) .

5.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 January 2025

and 31 December 2025

1,994,324

AMORTISATION

At 1 January 2025

221,592

Charge for year

221,592

At 31 December 2025

443,184

NET BOOK VALUE

At 31 December 2025

1,551,140

At 31 December 2024

1,772,732

6.	TANGIBLE FIXED ASSETS

Long

Fixtures

leasehold

Plant and

and

improvements

machinery

fittings

£

£

£

COST

At 1 January 2025

99,022

137,652

107,701

Additions

91,973

69,902

11,208

Disposals

-

-

-

At 31 December 2025

190,995

207,554

118,909

DEPRECIATION

At 1 January 2025

33,817

68,483

63,359

Charge for year

38,751

26,740

12,182

Eliminated on disposal

-

-

-

At 31 December 2025

72,568

95,223

75,541

NET BOOK VALUE

At 31 December 2025

118,427

112,331

43,368

At 31 December 2024

65,205

69,169

44,342

Motor

Computer

vehicles

equipment

Totals

£

£

£

COST

At 1 January 2025

412,883

70,424

827,682

Additions

-

10,631

183,714

Disposals

(308,126

)

-

(308,126

)

At 31 December 2025

104,757

81,055

703,270

DEPRECIATION

At 1 January 2025

123,116

43,096

331,871

Charge for year

14,372

11,098

103,143

Eliminated on disposal

(81,438

)

-

(81,438

)

At 31 December 2025

56,050

54,194

353,576

NET BOOK VALUE

At 31 December 2025

48,707

26,861

349,694

At 31 December 2024

289,767

27,328

495,811

7.	FIXED ASSET INVESTMENTS

Other

investments

£

COST

At 1 January 2025

and 31 December 2025

287

NET BOOK VALUE

At 31 December 2025

287

At 31 December 2024

287

The Company's investment in a subsidiary company was impaired during the prior financial year, due to trade and assets being hived up into the Company.

8.

DEBTORS

2025

2024

£

£

Amounts falling due within one year:

Trade debtors

747,191

1,598,485

Other debtors

809

4,109

Prepayments

41,984

58,752

789,984

1,661,346

2025

2024

£

£

Amounts falling due after more than one year:

Other debtors

106,576

121,660

Aggregate amounts

896,560

1,783,006

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts

293,380

293,380

Other loans

200,000

200,000

Hire purchase contracts

5,987

36,966

Trade creditors

718,484

795,537

Tax

79,849

227,019

Social security and other taxes

99,011

-

VAT

314,828

298,611

Other creditors

2,384

372,852

Directors' current accounts

7,858

4,318

Accruals and deferred income

285,200

210,458

2,006,981

2,439,141

Creditors include the following secured liabilities:

Amounts owing in respect of Hire Purchase agreements totalling £5,987 (2024: £36,966) which are secured against the assets acquired.

Amounts owing in respect of the Company's invoice discounting facility totalling £2,384 (2024: £372,852) which are secured by fixed and floating charges over the Company's assets including assignment of contract monies.

Amounts owing in respect of the Company's Bank Loan totalling £293,380 (2024: £293,380) which are secured by fixed and floating charges over the Company's assets.

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans - 1-2 years

293,380

293,380

Bank loans - 2-5 years

9,343

249,362

Other loans - 1-2 years

358,555

543,704

Hire purchase contracts

31,304

222,741

692,582

1,309,187

Creditors include the following secured liabilities:

Amounts owing in respect of Hire Purchase agreements totalling £31,304 (2024: £222,741) which are secured against the assets acquired.

Amounts owing in respect of loan notes totalling £358,555 (2024: £543,704) which are secured by floating charges over the Company's assets.

Amounts owing in respect of the Company's Bank Loan totalling £302,723 (2024: £542,742) which are secured by fixed and floating charges over the Company's assets.

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Nominal

2025

2024

Number:

Class:

value:

£

£

40,000

A Ordinary

1p

400

400

40,000

B Ordinary

1p

400

400

10,000

C Ordinary

1p

100

100

1,000

D Ordinary

1p

10

10

9,000

Treasury

1p

90

90

1,000

1,000

12.	OTHER FINANCIAL COMMITMENTS

At 31 December 2025, the Company had total commitments under non-cancellable operating leases over the remaining life of those leases of £4,137,019 (2024: £171,178).

13.	RELATED PARTY DISCLOSURES

The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

At the year end, a loan owed to the Company from a company under common control, amounted to £106,576 (2024: £78,576). No interest has been charged on this balance.

At the year end, a loan owed to the Company from a company under common control, amounted to £300 (2024: £Nil). No interest has been charged on this balance.

Rental expenditure was incurred by the Company from a company under common control, totalling £380,000 (2024: £240,000).

14.	ULTIMATE CONTROLLING PARTY

The controlling party is Formation Holdings Limited.

The ultimate controlling party is the Formation Employee Ownership Trust,