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Project Rainbow Topco Limited
Registered number: 12970454
Annual report and consolidated
financial statements
For the 15 month period ended 31 December 2025
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PROJECT RAINBOW TOPCO LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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PROJECT RAINBOW TOPCO LIMITED
CONTENTS
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Financial Statements
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PROJECT RAINBOW TOPCO LIMITED
GROUP STRATEGIC REPORT
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
The directors present their Strategic Report for Project Rainbow Topco Limited ("the Company") and its subsidiaries ("the Group") 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 Company is the holding company of the Group.
The principal activity of the Group is the supply of decorative lighting.
The Company has no income streams.
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 £39.3m compared to the previous 12-month period of £25.6m. With EBITDA for the 15-month period, before exceptional costs and currency exchange differences of £2.3m compared to the previous 12-month period of £0.5m.
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 benefiting from a pan European operational footprint.
Cash generation was a key highlight, with cash at bank and in hand growing from £1.0m to £5.6m. 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 £1.8m 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 for the period to 31st March 2026 has been positive with year-on-year sales growth of +3%, with year-on-year EBITDA improving £1.2m.
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.
- 1 -
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PROJECT RAINBOW TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
Principal risks and uncertainties
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The directors meet regularly and review the principal risks facing the Group. Compliance with regulation, legal and ethical standards along with a clear vision is a high priority for management.
The Group 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.
Key market risks relate to economic slowdown and aggressive pricing from competitors. To protect against these risks the Group has diversified its business across a number of geographical markets to partly insulate the Group from economic conditions specific to any particular market.
The Group 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 Group 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 through a £2.0m revolving credit facility.
Financial key performance indicators
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The Board monitors the progress of the Group with reference to the following key performance indicators:
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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.
- 2 -
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PROJECT RAINBOW TOPCO 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
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The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group'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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the 15 month period, after taxation, amounted to £4,586,271 (2024 - loss £6,102,297).
No dividends were declared during the period (2024 - £Nil).
The directors who served during the 15 month period were:
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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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G A Favell (resigned 3 May 2026)
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- 3 -
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PROJECT RAINBOW TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
In the opinion of the directors the Group has sufficient financial resources together with clearly defined performance objectives. It has the strong support of its bankers and shareholders in working towards its financial objectives. The directors believe that the Company is well placed to manage its business risks successfully.
The Company has the financial support of the loan note providers and shareholders who have confirmed their intention to continue to support the Company.
The directors 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.
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 and the Group'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 and the Group's auditor is aware of that information.
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.
- 4 -
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PROJECT RAINBOW TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT RAINBOW TOPCO LIMITED
Opinion
We have audited the financial statements of Project Rainbow Topco Limited (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the period ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statement of Financial Position, the Consolidated and Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows 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 Group’s and of the Parent Company’s affairs as at 31 December 2025 and of the Group’s loss 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 Group and the Parent 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 director's 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 Group's and the Parent 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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PROJECT RAINBOW TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT RAINBOW TOPCO 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 period 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 Group and the Parent Company and their 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the Parent Company 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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PROJECT RAINBOW TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT RAINBOW TOPCO 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 Group’s and the Parent 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 group or the parent 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 Group and the Parent Company and their 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, 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 Group and the Parent 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 the Group and the Parent Company which were contrary to applicable laws and regulations, including fraud.
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PROJECT RAINBOW TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PROJECT RAINBOW TOPCO 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, in particular in relation to going concern, revenue recognition (which we pinpointed to the cut off of revenue) 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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PROJECT RAINBOW TOPCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE 15 MONTH 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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Loss for the financial 15 month period
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Other comprehensive income for the 15 month period
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Currency translation differences
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Total comprehensive income for the 15 month period
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The notes on pages 16 to 37 form part of these financial statements.
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PROJECT RAINBOW TOPCO LIMITED
REGISTERED NUMBER: 12970454
CONSOLIDATED 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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Net current (liabilities)/assets
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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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 16 to 37 form part of these financial statements.
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PROJECT RAINBOW TOPCO LIMITED
REGISTERED NUMBER: 12970454
COMPANY 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 Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The profit after tax of the Company for the period was loss of £207,527 (2024: loss of £17,863,756).
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 16 to 37 form part of these financial statements.
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PROJECT RAINBOW TOPCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
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Comprehensive expense for the year
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Currency translation differences
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Total comprehensive expense for the year
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Contributions by and distributions to owners
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Shares issued during the year
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Total transactions with owners
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Comprehensive expense for the 15 month period
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Loss for the 15 month period
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Currency translation differences
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Total comprehensive expense for the 15 month period
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Contributions by and distributions to owners
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Total transactions with owners
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The notes on pages 16 to 37 form part of these financial statements.
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PROJECT RAINBOW TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
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Comprehensive expense for the year
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Contributions by and distributions to owners
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Shares issued during the year
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Total transactions with owners
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Comprehensive expense for the year
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Loss for the 15 month period
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Contributions by and distributions to owners
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Total transactions with owners
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The notes on pages 16 to 37 form part of these financial statements.
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PROJECT RAINBOW TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE 15 MONTH 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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Cash flows from operating activities
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Loss for the financial 15 month period
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Amortisation of intangible assets
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Depreciation of tangible assets
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Profit on disposal of tangible assets
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Decrease/(increase) in debtors
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Corporation tax (paid)/received
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Movement on foreign exchange
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of intangible fixed assets
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Sale of intangible assets
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Net cash from investing activities
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- 14 -
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PROJECT RAINBOW TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE 15 MONTH 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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Cash flows from financing activities
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Repurchase of ordinary shares
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Net cash used in financing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at beginning of 15 month period
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Cash and cash equivalents at the end of 15 month period
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Cash and cash equivalents at the end of 15 month period comprise:
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The notes on pages 16 to 37 form part of these financial statements.
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PROJECT RAINBOW TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
Project Rainbow Topco Limited ("the Company") is a private company, limited by shares, incorporated in the United Kingdom. The address of its registered office and principal place of business is:
The Hamlet
Hornbeam Park
Harrogate
North Yorkshire
HG2 8RE
The principal activity of the company is that of a holding company. The principal activity of the Group is that of the supply of decorative lighting.
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
|
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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
- 16 -
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PROJECT RAINBOW TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
In the opinion of the directors the Group has sufficient financial resources together with clearly defined performance objectives. It has the strong support of its bankers and shareholders in working towards its financial objectives. The directors believe that the Company is well placed to manage its business risks successfully.
The Company has the financial support of the loan note providers and shareholders who have confirmed their intention to continue to support the Company.
The directors 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.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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 Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group 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 Group 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.
- 17 -
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PROJECT RAINBOW TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the 15 month period in which they are incurred.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.
- 18 -
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PROJECT RAINBOW TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Current and deferred taxation
|
The tax expense for the 15 month 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 and the Group operate and generate 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;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
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.
- 19 -
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PROJECT RAINBOW TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Foreign currency translation
|
Functional and presentation currency
The Group'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 Consolidated 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'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
- 20 -
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PROJECT RAINBOW TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
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.
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 profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
- 21 -
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PROJECT RAINBOW TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
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.
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Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
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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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.
- 22 -
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PROJECT RAINBOW TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment,· the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Interest income is recognised in profit or loss using the effective interest method.
- 23 -
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PROJECT RAINBOW TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty
|
The critical judgements that the directors have made in the process of applying the Group'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 judgement 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 judgement 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 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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- 24 -
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PROJECT RAINBOW TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
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During the 15 month period, the Group 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 consolidated and Parent Company's financial statements
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the 15 month period was as follows:
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15 month period ended
31 December
|
12 month period ended
30 September
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The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL)
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- 25 -
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PROJECT RAINBOW TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH 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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Group 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 15 month 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 Group'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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Warehouse transfer costs relate to the one-off transfer of excess US stock to other territories.
Legal and advisory fees relate to settlement agreements, exceptional consultancy costs, loan note funding and related amendments to the group’s banking arrangements, together with shareholder management fees.
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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- 26 -
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PROJECT RAINBOW TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
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The operating 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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Research & development charged as an expense
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15 month period ended
31 December
|
12 month period ended
30 September
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Other interest receivable
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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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- 27 -
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PROJECT RAINBOW TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH 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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Current tax on profits for the period
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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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Taxation on profit on ordinary activities
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- 28 -
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PROJECT RAINBOW TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
12.Taxation (continued)
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Factors affecting tax charge for the 15 month period/year
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The tax assessed for the 15 month period/year is higher 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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Loss on ordinary activities before tax
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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 prior periods
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Adjustment to tax charge in respect of prior periods - deferred tax
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Deferred tax not recognised
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Other differences leading to a decrease in the tax charge
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Total tax charge for the 15 month period/year
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Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
- 29 -
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PROJECT RAINBOW TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
- 30 -
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PROJECT RAINBOW TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
- 31 -
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PROJECT RAINBOW TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH 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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Project Rainbow Bidco Limited
|
The Hamlet, Hornbeam Park, Harrogate, HG2 8RE
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The Hamlet, Hornbeam Park, Harrogate, HG2 8RE
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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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*Indirect subsidiaries held by Project Rainbow Topco Limited.
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- 32 -
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PROJECT RAINBOW TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
|
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Finished goods and goods for resale
|
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are interest free and repayable on demand.
|
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Cash and cash equivalents
|
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- 33 -
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PROJECT RAINBOW TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
|
|
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 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 Group.
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Creditors: Amounts falling due after more than one year
|
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The bank loans are secured by a debenture creating a fixed and floating charge over the assets of the Group.
Loan notes fall due on 20 November 2026. The interest rates are at SONIA + 4% and SONIA + 4.5%.
On 21 February 2023 the Group 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 Group and fall due on 31 March 2027.
- 34 -
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PROJECT RAINBOW TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
|
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|
|
Analysis of the maturity of loans is given below:
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Amounts falling due within one year
|
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Amounts falling due 2-5 years
|
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Charged to profit or loss
|
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Fixed asset timing differences
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Short-term timing differences
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Losses and other deductions
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- 35 -
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PROJECT RAINBOW TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
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Allotted, called up and fully paid
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613,000 (2024 - 613,000) A Ordinary shares of £0.001 each
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87,000 (2024 - 87,000) B Ordinary shares of £0.001 each
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79,000 (2024 - 79,000) C1 Ordinary shares of £0.001 each
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168,027 (2024 - 168,030) C2 Ordinary shares of £0.001 each
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78,397 (2024 - 78,400) C3 Ordinary shares of £0.001 each
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50,000 (2024 - 50,000) C4 Ordinary shares of £0.001 each
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32,000 (2024 - 32,000) D Ordinary shares of £0.001 each
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All shares rank pari passu and carry rights to voting, dividends and participate in a distribution in the event of the winding up.
During the year, the Company repurchased 10,394 C1 Ordinary shares, 14,606 C2 Ordinary shares, and 50,000 C4 Ordinary shares as treasury shares.
Post year end, all C4 and C1 and 14,606 of C2 treasury shares have been transferred and are no longer held by the Company.
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Share premium account
The share premium account includes the premium on issue of equity shares, net of issue costs.
Foreign exchange reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign subsidiaries.
Profit and loss account
The profit & loss account includes all current and prior year retained profits and losses and capital contributions made by the Company.
- 36 -
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PROJECT RAINBOW TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 15 MONTH PERIOD ENDED 31 DECEMBER 2025
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Bank loan due more than 1 year
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Loan note due more than 1 year
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Bank loan due within 1 year
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The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £87,565 (2024: £92,535). Contributions totaling £Nil (2024: £15,098) were payable to the fund at the Statement of Financial Position date and are included in other creditors.
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Related party transactions
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The Group has taken advantage of the exemption permitted by Section 33 Related Party Disclosures of FRS 102 not to provide disclosures of transactions entered into with wholly-owned members of the Group.
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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 ultimate controlling party is NorthEdge Capital Fund II LLP.
- 37 -
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