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Lights4fun Limited
Registered number: 06232073
Annual report and
financial statements
For the period ended 31 December 2025
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LIGHTS4FUN LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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LIGHTS4FUN LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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LIGHTS4FUN LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors present their Strategic Report and the financial statements for the 15 month period ended 31 December 2025. The prior period financial statements were prepared for the year ended 30 September 2024. As a result of the change, the comparative figures are not directly comparable.
The Group continues to see the benefit of the actions taken across current and prior periods to return the business to profitability. Turnover for the 15 month period was £39.2m compared to the previous 12-month period of £23.5m. With EBITDA for the 15-month period, before exceptional costs and currency exchange differences of £2.4m compared to the previous 12-month period of £0.8m.
The Group also continues to invest behind the key pillars of the longer-term growth strategy, in particular
∙Continuous improvement across the Group’s broader digital marketing and go to market strategy,
∙Product innovation and range, with new product development commitments and a committed increase to product range to broaden our appeal to customers
∙The European growth strategy, expanding both the European headquarters and headcount alongside transitioning to a new logistics partner benefitting from a pan European operational footprint.
Cash generation was a key highlight, with cash at bank and in hand growing from £1.0m to £5.4m. This was supported by
∙The significant period on period improvement in profitability
∙Continued focus on working capital, in particular further material reductions in stockholding
∙Continued support from the majority shareholder, with £1.2m of funding committed to support the longer-term growth strategy
Exceptional costs of £1.5m were incurred by the Group across a number of initiatives that improve the future outlook. This includes the costs of transitioning to the new logistics partner in the EU, legal costs associated with the refinancing activity and the restructuring costs at the start of the period.
The business continues to focus on the longer-term growth strategy, which the directors believe will continue to deliver future growth and improved performance. Trading to for the period to 31st March-26 has been positive with year-on-year sales growth of +3%, with year-on-year EBITDA improving £0.1m.
In February 2026 the Group also completed a refinancing of all facilities due to mature over the next 12 months. All facilities have successfully been extended to at least September 2028 on a non-amortising basis, alongside a £2m increase in available working capital facilities to support the longer-term growth strategy.
Principal risks and uncertainties
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The directors meet regularly and review the principal risks facing the Company. Compliance with regulation, legal and ethical standards along with a clear vision is a high priority for management.
The Company imports the majority of products from third party overseas suppliers and is therefore subject to the risk of production and shipping delays. The business manages this through its close longstanding relationships with suppliers, placement of orders early, close management of stock in transit and ongoing review of supplier margins.
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LIGHTS4FUN LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Key market risks relate to economic slowdown and aggressive pricing from competitors. To protect against these risks the Company has diversified its business across a number of geographical markets to partly insulate the Company from economic conditions specific to any particular market.
The Company trades in a number of currencies and there is a financial risk associated with the volatility of foreign exchange rates. This risk is partially hedged by entering into forward contracts.
Due to the long lead times on stock purchases, the Company is subject to cash flow risk between making the stock purchases, and making the sale. This is impacted further by the seasonal nature of the business. The working capital requirement is managed through extended payment terms with suppliers and with a revolving credit facility held by the Company's parent, Project Rainbow Bidco Limited.
Financial key performance indicators
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The Board monitors the progress of the Company with reference to the following key performance indicators:
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15 month period ended 31
December 2025
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12 month period ended 30 September 2024
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EBITDA before exceptional costs and currency exchange differences(£)
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This report was approved by the board on 27 May 2026 and signed on its behalf.
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LIGHTS4FUN LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the period ended 31 December 2025.
Directors' responsibilities statement
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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.
The profit for the period, after taxation, amounted to £312,697 (2024 - loss £583,194).
Dividends paid during the period amounted to £Nil (2024 - £Nil).
The directors who served during the period were:
G A Favell (resigned 3 May 2026)
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J S Hammond (resigned 6 December 2025)
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R G Marshall (resigned 17 January 2025)
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LIGHTS4FUN LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Disclosure of information to auditor
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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.
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 shareholders and bankers and the directors believe that the Company is well placed to manage its business risks successfully. Post period-end, the business has taken significant action which will return the business to profitability.
The Company has the financial support of its parent, Project Rainbow Bidco Limited and its ultimate majority shareholder, NorthEdge Capital LLP, who have confirmed their intention to continue to support the Company. The Company has the ability to manage its working capital requirements through a £2.0m revolving credit facility held by Project Rainbow Bidco Limited and has favourable payment terms with its key suppliers.
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.
Post balance sheet events
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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.
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.
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LIGHTS4FUN LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LIGHTS4FUN LIMITED
Opinion
We have audited the financial statements of Lights4fun 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 profit for the 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.
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.
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LIGHTS4FUN LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LIGHTS4FUN LIMITED
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.
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LIGHTS4FUN LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LIGHTS4FUN LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 intend either 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 these 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.
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.
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LIGHTS4FUN LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LIGHTS4FUN LIMITED
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 were related to posting manual journal entries to manipulate financial performance, management bias through judgments and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut off assertion), 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
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LIGHTS4FUN LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
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15 month period ended
31 December
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12 month period ended
30 September
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Exceptional administrative expenses
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit/(loss) for the period
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There were no recognised gains and losses for 2025 or 2024 other than those included in the Statement of Comprehensive Income.
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There was no other comprehensive income for 2025 (2024: £NIL).
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The notes on pages 12 to 31 form part of these financial statements.
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LIGHTS4FUN LIMITED
REGISTERED NUMBER: 06232073
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 May 2026.
The notes on pages 12 to 31 form part of these financial statements.
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LIGHTS4FUN LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the period
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Total comprehensive income for the period
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The notes on pages 12 to 31 form part of these financial statements.
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LIGHTS4FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Lights4fun Limited ("the Company") is a private company, limited by shares, registered in England and Wales, registration number 06232073. The registered office is The Hamlet, Hornbeam Park Avenue, Harrogate, North Yorkshire, HG2 8RE.
The financial statements have been prepared for a 15 month period ended 31 December 2025. The prior period financial statements were prepared for the year ended 30 September 2024. As a result of the change, the comparative figures are not directly comparable.
2.Accounting policies
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Basis of preparation of financial statements
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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:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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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.
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LIGHTS4FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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. Post period-end, the business has taken significant action which will return the business to profitability.
The Company has the financial support of its parent, Project Rainbow Bidco Limited and its ultimate majority shareholder, NorthEdge Capital LLP, who have confirmed their intention to continue to support the Company. The Company has the ability to manage its working capital requirements through a £2.0m revolving credit facility held by Project Rainbow Bidco Limited and has favourable payment terms with its key suppliers.
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.
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Exemption from preparing consolidated financial statements
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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.
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.
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LIGHTS4FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
Amortisation is charged to administrative expenses in the statement of comprehensive income as to allocate the costs of the assets less their residual amounts over their estimated useful lives.
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.
Computer software is amortised over 3 years on a straight line basis. New product development is amortised over 5 years on a straight line basis.
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.
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 or the reducing balance method as stated below.
Depreciation is provided on the following basis:
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 the Statement of Comprehensive Income.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to sell. Cost is based on the cost of purchase using a weighted average method.
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 sell. The impairment loss is recognised immediately in the Statement of Comprehensive Income.
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LIGHTS4FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Short term debtors are measured at transaction price, less any impairment.
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Cash and cash equivalents
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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.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
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.
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.
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LIGHTS4FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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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.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
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.
- 16 -
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LIGHTS4FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP, rounded to the nearest pound.
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.
- 17 -
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LIGHTS4FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting
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.
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
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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.
- 18 -
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LIGHTS4FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Current and deferred taxation
|
The tax expense for the period 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.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
- 19 -
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LIGHTS4FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Judgments in applying accounting policies and key sources of estimation uncertainty
|
The critical judgments that the directors have made in the process of applying the Company's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
Assessing indicators of impairment
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 impairment identified during the current financial period.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
(i) Stock provisions
Management apply judgment when determining an appropriate stock provision on a stock item by stock item basis. In assessing whether a provision is necessary, the directors have considered both external and internal sources of information such as sales data, market trends and the prevalence of similar products in the market.
(ii) Returns provisions
Management apply judgment when determining an appropriate returns provision on a historical returns basis. In assessing whether a provision is necessary, the directors have considered both external and internal sources of information such as sales data, market trends and the historic rate of returns of sales.
The whole of the turnover is attributable to the supply of decorative lighting.
Analysis of turnover by country of destination:
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15 month period ended
31 December
|
12 month period ended
30 September
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- 20 -
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LIGHTS4FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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15 month period ended
31 December
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12 month period ended
30 September
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Impairment of intercompany receivable
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Warehouse transfer costs relate to the transfer of excess stock to other territories.
Legal and advisory fees relate to settlement agreements and exceptional consultancy costs.
Restructuring costs relate to a staff restructure and costs associated with it.
Other costs relate to a review of the business' strategy.
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The operating profit/(loss) is stated after charging:
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15 month period ended
31 December
|
12 month period ended
30 September
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Impairment of intercompany receivable
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- 21 -
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LIGHTS4FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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During the period, the Company obtained the following services from the Company's auditor:
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15 month period ended
31 December
|
12 month period ended
30 September
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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Staff costs, including directors' remuneration, were as follows:
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15 month period ended
31 December
|
12 month period ended
30 September
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the period was as follows:
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15 month period ended
31 December
|
12 month period ended
30 September
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- 22 -
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LIGHTS4FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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15 month period ended
31 December
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12 month period ended
30 September
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Company contributions to defined contribution pension schemes
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Amounts paid to third parties in respect of directors' services
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During the period retirement benefits were accruing to 3 directors (2024 - 3) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £482,029 (2024 - £367,500).
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The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £Nil (2024 - £Nil).
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15 month period ended
31 December
|
12 month period ended
30 September
|
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Interest payable and similar expenses
|
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15 month period ended
31 December
|
12 month period ended
30 September
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- 23 -
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LIGHTS4FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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15 month period ended
31 December
|
12 month period ended
30 September
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustments in respect of previous periods
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- 24 -
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LIGHTS4FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
12.Taxation (continued)
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Factors affecting tax charge for the period/year
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The tax assessed for the period/year is lower than (2024 - higher than) the standard rate of corporation tax in the UK of25% (2024 -25%). The differences are explained below:
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15 month period ended
31 December
|
12 month period ended
30 September
|
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Profit/(loss) on ordinary activities before tax
|
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
|
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Expenses not deductible for tax purposes
|
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Adjustments to tax charge in respect of previous periods - deferred tax
|
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Adjustments to tax charge in respect of prior periods
|
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Total tax charge for the period/year
|
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Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
- 25 -
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|
LIGHTS4FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 26 -
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|
LIGHTS4FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 27 -
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LIGHTS4FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
|
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Renaissance Center, 405 North King Street, Suite 500, Wilmington DE19801, United States of America
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Emil-von-Behring-Straße 11, 54329 Konz,
Germany
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Finished goods and goods for resale
|
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Stocks are stated after provisions for impairment of £219,266 (2024 - £172,170).
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- 28 -
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|
LIGHTS4FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
|
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Amounts owed by group undertakings
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Prepayments & accrued income
|
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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Cash and cash equivalents
|
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Creditors: Amounts falling due within one year
|
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Amounts owed to group undertakings
|
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Other taxation and social security
|
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Accruals and deferred income
|
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Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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- 29 -
|
|
LIGHTS4FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
|
|
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|
|
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Charged to profit or loss
|
|
|
|
|
|
|
|
|
The deferred tax asset is made up as follows:
|
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Fixed asset timing differences
|
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|
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Short-term timing differences
|
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|
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Losses and other deductions
|
|
|
|
|
|
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|
|
Allotted, called up and fully paid
|
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99,913 (2024 - 99,913) Ordinary shares of £0.01 each
|
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|
Share premium account
The share premium account includes the premium on issue of equity shares, net of issue costs.
Profit & loss account
This reserve represents the cumulative profits and losses less dividends paid. The full reserve is available for distribution.
- 30 -
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|
LIGHTS4FUN LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £87,565 (2024 - £90,980). Contributions totalling £Nil (2024 - £15,098) were payable to the fund at the balance sheet date and are included within short term creditors.
|
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Related party transactions
|
|
|
The Company is a wholly owned subsidiary of Project Rainbow Bidco Limited and has taken advantage of the exemption conferred by Financial Reporting Standard 102 not to disclose transactions with wholly owned group companies.
|
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|
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.
The immediate parent company is Project Rainbow Bidco Limited, a company incorporated in England and Wales. The ultimate parent undertaking is Project Rainbow Topco Limited, a company incorporated in England and Wales. The ultimate controlling party is North Edge Capital Fund ll LLP.
The parent undertaking of the largest and smallest group for which consolidated financial statements are prepared is Project Rainbow Topco Limited.
- 31 -
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