Caseware UK (AP4) 2025.0.111 2025.0.111 2026-05-03 2026-05-27 2026-05-27 2025-12-31 2026-05-27 false true true true true 2025-01-01 0 0 true false false 12970476 2024-12-31 12970476 2025-01-01 2025-12-31 12970476 2023-10-01 2024-09-30 12970476 2025-12-31 12970476 2024-09-30 12970476 2023-10-01 12970476 2 2023-10-01 2024-09-30 12970476 1 2025-01-01 2025-12-31 12970476 d:Exceptional 2025-01-01 2025-12-31 12970476 d:Exceptional 2023-10-01 2024-09-30 12970476 e:Director1 2025-01-01 2025-12-31 12970476 e:Director2 2025-01-01 2025-12-31 12970476 e:Director2 2025-12-31 12970476 e:Director3 2025-01-01 2025-12-31 12970476 e:Director4 2025-01-01 2025-12-31 12970476 e:Director4 2025-12-31 12970476 e:Director5 2025-01-01 2025-12-31 12970476 e:Director5 2025-12-31 12970476 e:Director6 2025-01-01 2025-12-31 12970476 e:Director6 2025-12-31 12970476 e:RegisteredOffice 2025-01-01 2025-12-31 12970476 d:CurrentFinancialInstruments 2025-12-31 12970476 d:CurrentFinancialInstruments 2024-09-30 12970476 d:Non-currentFinancialInstruments 2025-01-01 2025-12-31 12970476 d:Non-currentFinancialInstruments 2025-12-31 12970476 d:Non-currentFinancialInstruments 2024-09-30 12970476 d:CurrentFinancialInstruments d:WithinOneYear 2025-12-31 12970476 d:CurrentFinancialInstruments d:WithinOneYear 2024-09-30 12970476 d:Non-currentFinancialInstruments d:AfterOneYear 2025-12-31 12970476 d:Non-currentFinancialInstruments d:AfterOneYear 2024-09-30 12970476 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2025-12-31 12970476 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2024-09-30 12970476 d:ShareCapital 2025-01-01 2025-12-31 12970476 d:ShareCapital 2025-12-31 12970476 d:ShareCapital 2023-10-01 2024-09-30 12970476 d:ShareCapital 2024-09-30 12970476 d:ShareCapital 2023-10-01 12970476 d:SharePremium 2025-01-01 2025-12-31 12970476 d:SharePremium 2025-12-31 12970476 d:SharePremium 2023-10-01 2024-09-30 12970476 d:SharePremium 2024-09-30 12970476 d:SharePremium 2023-10-01 12970476 d:SharePremium 2 2023-10-01 2024-09-30 12970476 d:RetainedEarningsAccumulatedLosses 2025-01-01 2025-12-31 12970476 d:RetainedEarningsAccumulatedLosses 2025-12-31 12970476 d:RetainedEarningsAccumulatedLosses 2023-10-01 2024-09-30 12970476 d:RetainedEarningsAccumulatedLosses 2024-09-30 12970476 d:RetainedEarningsAccumulatedLosses 2023-10-01 12970476 d:RetainedEarningsAccumulatedLosses 2 2023-10-01 2024-09-30 12970476 e:OrdinaryShareClass1 2025-01-01 2025-12-31 12970476 e:OrdinaryShareClass1 2025-12-31 12970476 e:OrdinaryShareClass1 2024-09-30 12970476 e:FRS102 2025-01-01 2025-12-31 12970476 e:Audited 2025-01-01 2025-12-31 12970476 e:FullAccounts 2025-01-01 2025-12-31 12970476 e:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 12970476 d:Subsidiary1 2025-01-01 2025-12-31 12970476 d:Subsidiary1 1 2025-01-01 2025-12-31 12970476 d:Subsidiary2 2025-01-01 2025-12-31 12970476 d:Subsidiary2 1 2025-01-01 2025-12-31 12970476 d:Subsidiary3 2025-01-01 2025-12-31 12970476 d:Subsidiary3 1 2025-01-01 2025-12-31 12970476 4 2025-01-01 2025-12-31 12970476 6 2025-01-01 2025-12-31 12970476 d:ShareCapital 2 2023-10-01 2024-09-30 12970476 f:PoundSterling 2025-01-01 2025-12-31 iso4217:GBP xbrli:shares xbrli:pure

Project Rainbow Bidco Limited Registered number: 12970476 Annual report and financial statements For the 15 month period ended 31 December 2025
PROJECT RAINBOW BIDCO LIMITED COMPANY INFORMATION
Directors | A D Ball
| M J Wasley
Registered number | 12970476
Registered office | The Hamlet
| Hornbeam Park
| Harrogate
| North Yorkshire
| HG2 8RE
Independent auditor | Forvis Mazars LLP
| Chartered Accountants & Statutory Auditor
| 5th Floor
| 3 Wellington Place
| Leeds
| LS1 4AP
PROJECT RAINBOW BIDCO LIMITED CONTENTS
| Page
Strategic Report | 1
Directors' Report | 2 - 4
Independent Auditor's Report | 5 - 8
Statement of Comprehensive Income | 9
Statement of Financial Position | 10
Statement of Changes in Equity | 11
Notes to the Financial Statements | 12 - 23
PROJECT RAINBOW BIDCO LIMITED STRATEGIC REPORT FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
Introduction
The directors present their Strategic Report for Project Rainbow Bidco Limited ("the Company”) for the 15 month period ended 31 December 2025.
Business review
The Company has no income streams during the period. Exceptional costs of £0.1m (2024: £0.1m) in the period relate to legal and advisory fees. The loss of £2.1m (2024: £6.2m) before tax has arisen principally due to interest payable on the external bank debt and investor loan notes. Net liabilities at the balance sheet date were £3.9m (2024: £1.9m). The directors believe that the financial statements should be prepared on a going concern basis, having received appropriate assurances of support from the parent company, Project Rainbow Topco Limited which will ensure that the Company is able to meet its obligations as and when they become due.
Principal risks and uncertainties
The Company is subject to interest rate risk on the external bank debt. The rates are floating rates based on SONIA. Group leverage and interest cover is monitored on a regular basis by management so that action can be taken where necessary to mitigate this risk where possible. The Company holds investments in subsidiary undertakings, this gives a risk that the carrying value of investments are impaired. The directors continually monitor the performance of the underlying trading businesses and at each balance sheet date will review the carrying amounts of all assets to determine whether there is any indication of an impairment loss.
Financial key performance indicators
The KPIs of Project Rainbow Topco Limited and its subsidiary companies (the Group) are disclosed separately in the consolidated financial statements of Project Rainbow Topco Limited. The Company's directors believe that further key performance indicators for the Company are not necessary or appropriate for an understanding of the development, performance or position of the Company. This report was approved by the board on 27 May 2026 and signed on its behalf.
M J Wasley Director
- 1 -
PROJECT RAINBOW BIDCO LIMITED DIRECTORS' REPORT FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the 15 month period ended 31 December 2025.
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; and ∙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.
Results and dividends
The loss for the 15 month period, after taxation, amounted to £2,071,796 (2024 - loss £6,154,035). No dividends were declared during the period (2024 - £Nil).
Directors
The directors who served during the 15 month period were:
A D Ball
G A Favell (resigned 3 May 2026)
M J Wasley
J S Hammond (resigned 6 December 2025)
C Marchant (resigned 22 December 2025)
R G Marshall (resigned 17 January 2025)
- 2 -
PROJECT RAINBOW BIDCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
Future developments
Since the period end, the Group of which Project Rainbow Bidco Limited is a member has revised its marketing and product strategies to strengthen the customer proposition, with the aim of growing in its core UK and EU territories. In addition, the business continued to reduce stock balances to release cash. Market conditions remain tough, with cost-of-living pressures impacting consumers appetite to spend. The directors believe that the business is well positioned for future growth.
Going concern
In the opinion of the directors the Company has sufficient financial resources together with a clearly defined strategy and performance objectives. It has the strong support of its bankers and shareholders and the directors believe that the Company is well placed to manage its business risks successfully. The directors acknowledge that the Company has net current liabilities of £9.2m (2024: £5.4m). The Group has the financial support of the loan note providers and its majority shareholder, NorthEdge Capital LLP, who have confirmed their intention to continue to support the Company. The Group has the support of its bankers and has renegotiated the terms of its current borrowing facilities to ensure that it remains compliant with financial covenants. The directors therefore have a reasonable expectation that the Group and Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual report and financial statements.
Disclosure of information to auditor
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 auditor is 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 auditor is aware of that information.
Post balance sheet events
In February 2026, the Group completed a refinancing of its external debt obligations and revolving facilities, extended to at least September 2028, demonstrating a clear vote of confidence across all stakeholders in the performance and direction of the business.The refinancing achieved an increase in access to physical cash if required via an additional £2m RCF and maximised cash retention from future years profit generation by removing capital repayments on external debt, to support the business as it continues to invest in its strategic initiatives. - 3 -
PROJECT RAINBOW BIDCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
Auditor
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 27 May 2026 and signed on its behalf.
M J Wasley Director
- 4 -
PROJECT RAINBOW BIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT RAINBOW BIDCO LIMITED Opinion We have audited the financial statements of Project Rainbow Bidco Limited (the ‘Company’) for the period ended 31 December 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, 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 FRS 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 2025 and of its loss for the 15 month period 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 “Auditor’s 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 UK, including the FRC’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. 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. - 5 -
PROJECT RAINBOW BIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT RAINBOW BIDCO LIMITED Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor’s 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. Opinions 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 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. - 6 -
PROJECT RAINBOW BIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT RAINBOW BIDCO LIMITED Responsibilities of Directors As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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. Auditor's 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 auditor’s 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 the financial statements. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. 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. Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, and anti-money laundering regulation. To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: ∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; ∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities; ∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and ∙Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud. - 7 -
PROJECT RAINBOW BIDCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT RAINBOW BIDCO LIMITED We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, and the Companies Act 2006. In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, and significant one-off or unusual transactions. Our audit procedures in relation to fraud included but were not limited to: ∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud; ∙Gaining an understanding of the internal controls established to mitigate risks related to fraud; ∙Discussing amongst the engagement team the risks of fraud; and ∙Addressing the risks of fraud through management override of controls by performing journal entry testing. There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. 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 auditor’s report. Use of the audit 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 auditor's 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. Ashley Barraclough (Senior Statutory Auditor) for and on behalf of Forvis Mazars LLP Chartered Accountants and Statutory Auditor 5th Floor 3 Wellington Place Leeds LS1 4AP 27 May 2026 - 8 -
PROJECT RAINBOW BIDCO LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
| 15 month period ended 31 December 2025 | 12 month period ended 30 September 2024
Note | £ | £
Administrative expenses |  | (57,057) | (8,582)
Exceptional administrative expenses | 6 | (61,198) | (116,042)
Operating loss |  | (118,255) | (124,624)
Impairment of fixed asset investments | 9 | - | (3,330,240)
Interest payable and similar expenses | 7 | (1,953,541) | (2,699,171)
Loss before tax |  | (2,071,796) | (6,154,035)
Tax on loss | 8 | - | -
Loss for the financial 15 month period |  | (2,071,796) | (6,154,035)
The notes on pages 12 to 23 form part of these financial statements.
- 9 -
PROJECT RAINBOW BIDCO LIMITED REGISTERED NUMBER: 12970476 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
|  | 31 December 2025 |  | 30 September 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Fixed asset investments | 9 |  | 12,602,634 |  | 12,602,634
|  |  | 12,602,634 |  | 12,602,634
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 10 | 335,931 |  | 323,431 |
|  | 335,931 |  | 323,431 |
Creditors: amounts falling due within one year | 11 | (9,533,129) |  | (5,760,268) |
Net current liabilities |  |  | (9,197,198) |  | (5,436,837)
Total assets less current liabilities |  |  | 3,405,436 |  | 7,165,797
Creditors: amounts falling due after more than one year | 12 |  | (7,329,813) |  | (9,018,378)
Net liabilities |  |  | (3,924,377) |  | (1,852,581)
Capital and reserves |  |  |  |  |
Called up share capital | 14 |  | 101 |  | 101
Share premium account | 15 |  | 17,625,340 |  | 17,625,340
Profit and loss account | 15 |  | (21,549,818) |  | (19,478,022)
|  |  | (3,924,377) |  | (1,852,581)
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 May 2026.
M J Wasley
Director
The notes on pages 12 to 23 form part of these financial statements. - 10 -
PROJECT RAINBOW BIDCO LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 October 2023 | 1 | - | (19,726,014) | (19,726,013)
Comprehensive expense for the year |  |  |  |
Loss for the year | - | - | (6,154,035) | (6,154,035)
Total comprehensive expense for the year | - | - | (6,154,035) | (6,154,035)
Contributions by and distributions to owners |  |  |  |
Shares issued during the year | 100 | 17,625,340 | - | 17,625,440
Capital contribution (note 15) | - | - | 6,402,027 | 6,402,027
At 1 October 2024 | 101 | 17,625,340 | (19,478,022) | (1,852,581)
Comprehensive expense for the 15 month period |  |  |  |
Loss for the 15 month period | - | - | (2,071,796) | (2,071,796)
Total comprehensive expense for the 15 month period | - | - | (2,071,796) | (2,071,796)
At 31 December 2025 | 101 | 17,625,340 | (21,549,818) | (3,924,377)
| The notes on pages 12 to 23 form part of these financial statements.
- 11 -
PROJECT RAINBOW BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
1. | General information
Project Rainbow Bidco Limited ("the Company") is a private company limited by share capital, incorporated in England and Wales. The address of its registered office is The Hamlet, Hornbeam Park, Harrogate, HG2 8RE. The principal activity of the Company is that of an intermediate holding company. The financial statements have been prepared for a 15 month period to 31 December 2025. The prior period reported on was for a 12 month period to 30 September 2024 therefore the prior year information is not directly comparable. 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 Project Rainbow Topco Limited as at 31 December 2025 and these financial statements may be obtained from Companies House, Crown Way, Cardiff CF14 3UZ. - 12 -
PROJECT RAINBOW BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Going concern
In the opinion of the directors the Company has sufficient financial resources together with a clearly defined strategy and performance objectives. It has the strong support of its bankers and shareholders and the directors believe that the Company is well placed to manage its business risks successfully. The directors acknowledge that the Company has net current liabilities of £9.2m (2024: £5.4m). The Group has the financial support of the loan note providers and its majority shareholder, NorthEdge Capital LLP, who have confirmed their intention to continue to support the Company. The Group has the support of its bankers and has renegotiated the terms of its current borrowing facilities to ensure that it remains compliant with financial covenants. The directors therefore have a reasonable expectation that the Group and Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual report and financial statements.
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses 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'.
| 2.5 | Finance costs
Finance costs are charged to the Statement of Comprehensive Income 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.
| 2.6 | Borrowing costs
All borrowing costs are recognised in profit or loss in the 15 month period in which they are incurred. - 13 -
PROJECT RAINBOW BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.7 | 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.
| 2.8 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.9 | 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.
| 2.10 | 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.
| 2.11 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102. Financial instruments are recognised in the Company's Statement of Financial Position 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 Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. - 14 -
PROJECT RAINBOW BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | Financial instruments (continued)
Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic financial liabilities 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. - 15 -
PROJECT RAINBOW BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | Financial instruments (continued)
Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the Company's accounting policies, the directors are required to make judgments, 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 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. In assessing whether there have been any indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability and where applicable, the ability of the asset to be operated as planned. There have been no indicators of impairments identified during the current financial period. - 16 -
PROJECT RAINBOW BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
4. | Auditor's remuneration
| During the 15 month period, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 15 month period ended 31 December 2025 | 12 month period ended 30 September 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 8,250 | 7,500
5. | Employees
| The Company has no employees other than the directors, who did not receive any remuneration (2024 - £Nil)
6. | Exceptional items
|  |  |  |  | 15 month period ended 31 December 2025 | 12 month period ended 30 September 2024
|  |  |  |  | £ | £
| Exceptional items | 61,198 | 116,042
| Exceptional costs are made up of legal and advisory fees relate to the further loan note funding and related amendments to the group’s banking arrangements, together with shareholder management fees.
- 17 -
PROJECT RAINBOW BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
7. | Interest payable and similar expenses
|  |  |  |  | 15 month period ended 31 December 2025 | 12 month period ended 30 September 2024
|  |  |  |  | £ | £
| Bank interest payable | 1,060,545 | 682,406
| Other loan interest payable | 892,996 | 2,016,765
|  | 1,953,541 | 2,699,171
8. | Taxation
|  |  |  |  | 15 month period ended 31 December 2025 | 12 month period ended 30 September 2024
|  |  |  |  | £ | £
| Total current tax | - | -
- 18 -
PROJECT RAINBOW BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025 8.Taxation (continued)
| Factors affecting tax charge for the 15 month period/year
| The tax assessed for the period/year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 -25%). The differences are explained below:
|  |  |  |  | 15 month period ended 31 December 2025 | 12 month period ended 30 September 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (2,071,796) | (6,154,035)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (517,949) | (1,538,509)
| Effects of: |  |
| Expenses not deductible for tax purposes | 330,892 | 1,190,482
| Movements in deferred tax not recognised | 187,057 | 348,027
| Total tax charge for the period/year | - | -
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. - 19 -
PROJECT RAINBOW BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
9. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost and net book value |
| At 1 October 2024 | 12,602,634
| At 31 December 2025 | 12,602,634
| Net book value |
| At 31 December 2025 | 12,602,634
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Lights4fun Limited | The Hamlet, Hornbeam Park, Harrogate, HG2 8RE | Ordinary | 100%
| Lights4fun Inc* | Renaissance Center, 405 North King Street, Suite 500, Wilmington DE19801, United States of America | Ordinary | 100%
| Lights4fun GmbH* | Emil-von-Behring-Straße 11, 54329 Konz, Germany | Ordinary | 100%
| *Indirect subsidiaries of Project Rainbow Bidco Limited.
- 20 -
PROJECT RAINBOW BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
10. | Debtors
|  |  |  |  | 31 December 2025 | 30 September 2024
|  |  |  |  | £ | £
| Tax and VAT recoverable | 323,431 | 323,431
| Prepayments and accrued income | 12,500 | -
|  | 335,931 | 323,431
11. | Creditors: Amounts falling due within one year
|  |  |  |  | 31 December 2025 | 30 September 2024
|  |  |  |  | £ | £
| Bank loans | 4,980,959 | 2,615,187
| Trade creditors | 72,260 | 14,560
| Amounts owed to group undertakings | 3,194,202 | 1,890,950
| Other creditors | - | 30,092
| Accruals and deferred income | 1,285,708 | 1,209,479
|  | 9,533,129 | 5,760,268
| Amounts owed to group undertakings are interest free and repayable on demand. The bank loans are secured by a debenture creating a fixed and floating charge over the assets of the Company.
- 21 -
PROJECT RAINBOW BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
12. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 31 December 2025 | 30 September 2024
|  |  |  |  | £ | £
| Bank loans | - | 2,936,830
| Other loans | 7,329,813 | 6,081,548
|  | 7,329,813 | 9,018,378
| The bank loans are secured by a debenture creating a fixed and floating charge over the assets of the Company. Loan notes fall due on 20 November 2026. The interest rates are at SONIA + 4% and SONIA + 4.5%. On 21 February 2023 the Company secured a further £1,200,000 5 years fixed rate secured 10% loan notes. The 10% loan notes are secured by a fixed and floating charge over the assets of the Company and fall due on 31 March 2027.
13. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 31 December 2025 | 30 September 2024
|  |  |  |  | £ | £
| Amounts falling due within one year |  |
| Bank loans | 4,980,959 | 2,615,187
| Amounts falling due 2-5 years |  |
| Bank loans | - | 2,936,830
| Other loans | 7,329,813 | 6,081,548
|  | 12,310,772 | 11,633,565
- 22 -
PROJECT RAINBOW BIDCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
14. | Share capital
|  |  |  |  | 31 December 2025 | 30 September 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 101 (2024 - 101) Ordinary shares of £1.00 each | 101 | 101
| The shares have full voting rights, rights to dividends and rights to participate in a distribution. The shares are not redeemable.
15. | Reserves
Share premium account The share premium account represents amounts paid for shares above their nominal value. Profit and loss account The profit and loss account includes all current and prior year retained profits and losses and capital contributions made by the Company.
16. | Related party transactions
| The Company is a wholly owned subsidiary of Project Rainbow Topco Limited and has taken advantage of the exemption conferred by Financial Reporting Standard 102 not to disclose transactions with wholly owned group companies.
17. | Post balance sheet events
In February 2026, the Group completed a refinancing of its external debt obligations and revolving facilities, extended to at least September 2028, demonstrating a clear vote of confidence across all stakeholders in the performance and direction of the business.The refinancing achieved an increase in access to physical cash if required via an additional £2m RCF and maximised cash retention from future years profit generation by removing capital repayments on external debt, to support the business as it continues to invest in its strategic initiatives.
18. | Controlling party
The immediate parent company is Project Rainbow Topco Limited, a company registered in England and Wales. These financial statements are included in the consolidated financial statements of Project Rainbow Topco Limited for the period ended 31 December 2025. The ultimate controlling party is North Edge Capital Fund II LLP.
- 23 -