The directors present their report and the audited financial statements for the year ended 31 December 2025.

The principal activity of the company during the year continued to be that of marketing and distribution of energy efficient lighting products.

The total revenue for the year amounted to £697,002 (2024: £813,507).

The profit for the year before taxation amounted to £101,258 (2024: £124,145).

The directors do not recommend the payment of a dividend for the year (2024: £Nil). Profits have been retained to support working capital and group expansion initiatives.

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

MMBA London Ltd were appointed as auditors of the company in this financial year and have expressed their willingness to continue in office in accordance with Section 485 of the Companies Act 2006.

The directors are responsible for preparing the annual 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 International Financial Reporting Standard for Small and Medium-sized Entities (‘IFRS for SMEs’). 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 and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether IFRS for SMEs have been followed, subject to any material departures disclosed and explained in the financial statements; 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 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.

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.

We have audited the financial statements of Fern-Howard Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standard for Small and Medium-sized Entities (‘IFRS for SMEs’) issued by the International Accounting Standards Board ('IASB').

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 year then ended;

• have been properly prepared in accordance with the International Financial Reporting Standard for Small and Medium-sized Entities (‘IFRS for SMEs’) issued by the International Accounting Standards Board; 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

The company incurred a profit before taxation for the year of £101,258 (2024: £124,145) and, as at 31 December 2025, the company’s current liabilities exceeded its current assets and the company was in a net liability position. The company is dependent upon the continued financial support of related parties and group undertakings to meet its liabilities as they fall due.

The directors have prepared cash flow forecasts for a period of at least twelve months from the date of approval of these financial statements and have received confirmation that related parties and group undertakings will continue to provide financial support for the foreseeable future. Based on this assessment, the directors consider it appropriate to prepare the financial statements on the going concern basis.

Nevertheless, these conditions indicate the existence of a material uncertainty which may cast significant doubt upon the company’s ability to continue as a going concern. The financial statements do not include any adjustments that would arise if the company was unable to continue as a going concern. Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors' report has been prepared in accordance with applicable legal requirements.

In the 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 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; or

• the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Extent to which the audit is capable of detecting irregularities, including fraud

We identified and assessed the risks of material misstatement of the financial statements from irregularities, whether due to fraud or error, and discussed these between our audit team members. We then designed and performed audit procedures responsive to those risks, including obtaining audit evidence sufficient and appropriate to provide a basis for our opinion.

We design our procedures so as to obtain sufficient appropriate audit evidence that the financial statements are not materially misstated due to non-compliance with laws and regulations or due to fraud or error.

We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations - this responsibility lies with management with the oversight of the directors.

Based on our understanding of the company and its industry together with discussions with management and directors, we identified financial reporting standards and Companies Act 2006 as having a direct effect on the amounts and disclosures in the financial statements.

As part of the engagement team discussion about how and where the company's financial statements may be materially misstated due to fraud, we did not identify any areas with an increased risk of fraud.

Our audit procedures included:

• completing a risk-assessment process during our planning for this audit that specifically considered the risk of fraud;

• enquiry of management about the company's policies, procedures and related controls regarding compliance with laws and regulations and if there are any known instances of non-compliance;

• examining supporting documents for all material balances, transactions and disclosures;

• review, where applicable, of minutes of meetings of the board of directors;

• enquiry of management, about any litigations and claims and inspection of relevant correspondence;

• analytical procedures to identify any unusual or unexpected relationships;

• specific audit testing on and review of areas that could be subject to management override of controls and

potential bias, most notably around the key judgments and estimates;

• considering management override of controls outside of the normal operating cycles including testing the

appropriateness of journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements including evaluating the business rationale of significant transactions, outside the normal course of business.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Other matter

We draw attention to the fact that the financial statements of Fern-Howard Limited for the year ended 31 December 2024 were audited by another auditor who expressed an unmodified opinion on those financial statements on 6 March 2025.

Use of our 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.

The income statement has been prepared on the basis that all operations are continuing operations.

The notes on pages 11 to 24 form part of these financial statements.

The notes on pages 11 to 24 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to small-sized companies.

The notes on pages 11 to 24 form part of these financial statements.

The notes on pages 11 to 24 form part of these financial statements.

Fern-Howard Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Featherstone Road, Wolverton Mill, Milton Keynes, MK12 5TH.

These financial statements have been prepared in accordance with the International Financial Reporting Standard for Small and Medium-sized Entities ('IFRS for SMEs') issued by the IASB as appropriate for for-profit entities, and in accordance with the requirements of the Companies Act 2006.

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

Historical cost convention

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

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed here.

The financial statements have been prepared on the going concern basis. In assessing the appropriateness of the going concern basis, the directors have considered the company's financial position, cash flow forecasts and available funding support from related parties and group undertakings.true

Although the company had net current liabilities at the reporting date, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

These conditions indicate the existence of a material uncertainty which may cast significant doubt on the company’s ability to continue as a going concern. The financial statements do not include any adjustments that would result if the company was unable to continue as a going concern.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the customer, recovery of the consideration is probable, the associated costs can be estimated reliably, and there is no continuing management involvement with the goods.

Revenue is measured at the fair value of the consideration received or receivable, net of trade discounts, customer rebates, returns and value added tax.

Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives.

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.

An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the company. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to retained profits.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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

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

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Financial assets and financial liabilities are recognised in the statement of financial position when the company becomes a party to the contractual provisions of the instrument.

Financial instruments are classified as basic financial instruments in accordance with Section 11 of the International Financial Reporting Standard for Small and Medium-sized Entities (“IFRS for SMEs”).

Basic financial assets, including trade receivables, other receivables and cash and cash equivalents, are initially recognised at the transaction price, including transaction costs, unless the arrangement constitutes a financing transaction. Such assets are subsequently measured at amortised cost using the effective interest method, less any impairment losses.

Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components. Trade receivables are subsequently measured at amortised cost less impairment provisions.

Cash and cash equivalents comprise cash held at bank.

Basic financial liabilities, including trade payables, accruals, borrowings, lease liabilities and amounts owed to related parties, are initially recognised at transaction price, net of transaction costs, and are subsequently measured at amortised cost using the effective interest method.

Financial assets measured at amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If there is objective evidence that an impairment loss has occurred, the amount of the loss is recognised immediately in profit or loss.

Objective evidence of impairment includes observable data that comes to the attention of the company.

Impairment losses are measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the asset’s original effective interest rate. If, in a subsequent period, the amount of an impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss.

Financial assets are derecognised when the contractual rights to the cash flows from the asset expire, or when substantially all the risks and rewards of ownership of the asset are transferred to another party.

Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.

Offsetting of financial assets and liabilities is applied only when the company has a legally enforceable right to offset and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

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

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

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

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

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

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

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

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

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

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

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Assets held under finance leases are recognised as assets of the company at the fair value of the leased asset at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation.

Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability.

Assets held under finance leases are depreciated over the shorter of the lease term and the useful economic life of the asset.

Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rates ruling at the reporting date.

Exchange differences arising on translation are recognised in profit or loss in the period in which they arise.

Value added Tax (VAT)

Revenue, expenses and assets are recognised net of the amount of VAT, except where the VAT incurred is not recoverable from HMRC. Receivables and payables are stated inclusive of VAT receivable or payable. The net amount of VAT recoverable from, or payable to, HMRC is included within other receivables or other payables in the statement of financial position.

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

Provision for impairment of inventories

The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect inventory obsolescence.

Estimation of useful lives of assets

The company determines the estimated useful lives and related depreciation charges for its property, plant and equipment. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.

Impairment of non-financial assets

The company assesses impairment of non-financial assets at each reporting date by evaluating conditions specific to the company and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.

Impairment of trade receivables

Trade receivables are assessed for objective evidence of impairment at each reporting date. Appropriate provisions for impairment are recognised in profit or loss where there is objective evidence that amounts may not be recoverable.

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

Their aggregate remuneration comprised:

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

Reversals of previous impairment losses have been recognised in profit or loss as follows:

The amount of inventories recognised as an expense within cost of sales in the period is £352,760 (2024: £479,311).

Based on the overall assessment of bad debts in the current year, no impairment provision was considered necessary.

Fair value of trade and other receivables

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

No significant receivable balances are impaired at the reporting date.

Other payables include £5,000 (2024: £5,000) due to one of the directors of the Company.

The non-current payable balances are owed to group undertakings and undertakings in which the company has a participating interest.

The non-current amount owed to Matrix Lighting Enterprise Limited is not expected to be settled within twelve months of the reporting date.

The following are the major deferred tax liabilities and assets recognised by the company:

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Contributions totalling £799 (2024: £Nil) were payable to the scheme at the end of the period and are included in trade and other payables.

The ordinary shares carry the right to receive dividends as declared and to receive notice of and attend and vote at general meetings of the company. On a winding up, holders of ordinary shares are entitled to participate in the distribution of the assets of the company remaining after settlement of all liabilities in proportion to the number of shares held.

The company is not subject to any externally imposed capital requirements.

Financial risk management

The company’s activities expose it to a variety of financial risks including credit risk, liquidity risk and foreign currency risk. The directors are responsible for managing these risks and regularly review the company’s exposure and policies.

Credit risk

Credit risk arises principally from trade receivables and amounts owed by related parties. The company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The company monitors receivable balances on an ongoing basis and makes provisions for expected losses where necessary. The directors consider the company’s exposure to credit risk to be adequately controlled and no significant concentrations of credit risk exist other than balances with related parties.

Liquidity risk

Liquidity risk is the risk that the company will encounter difficulty in meeting its financial obligations as they fall due. The company manages liquidity risk by maintaining adequate cash balances and through continued financial support from related parties and group undertakings. The directors regularly monitor cash flow forecasts and funding requirements.

Foreign currency risk

The company purchases goods from overseas suppliers and is therefore exposed to foreign currency risk. The company monitors exchange rate movements and seeks to minimise exposure where possible.

Related party concentration risk

A significant proportion of the company’s funding is provided by related parties and group undertakings. The directors have confirmed that these balances will not be called for repayment where this would adversely affect the company’s ability to continue as a going concern.

Contingent liabilities

At 31 December 2025, the company has no material contingent liabilities (2024:Nil).

Contingent assets

At 31 December 2025, the company has no material contingent assets (2024:Nil).

Capital and other commitments

At 31 December 2025, the company has no capital or other commitments contracted for but not provided in the financial statements (2024:Nil).

No matters or circumstances have arisen since 31 December 2025 that have significantly affected, or may significantly affect the company's operations, the results of those operations, or the company's state of affairs in future financial years.

The remuneration of key management personnel, including directors, is set out below:

During the year the company entered into the following transactions with related parties:

At the reporting date, the company had an outstanding trade payable balance of £2,243,395 (2024: £2,452,914) and a loan balance of £1,109,153 (2024: £1,109,153) due to Matrix Lighting Enterprise Limited. Amounts owed to group undertakings and related parties are unsecured, interest free and repayable on demand unless otherwise stated. No guarantees have been given or received in respect of these balances.

Included in the directors' current accounts is a credit balance of £5,000 (2024: £5,000) due to the directors. The balance is interest free, unsecured and repayable on demand.

The immediate parent undertaking of the Company is Matrix Lighting Enterprise Limited, a company incorporated in Samoa.

The ultimate parent undertaking is Matrix Holdings Limited, a company incorporated in Bermuda.

Matrix Holdings Limited is the most senior parent entity that prepares publicly available consolidated financial statements. The directors consider that no individual party exercises ultimate control over the Group.

Copies of the consolidated financial statements are available from Matrix Holdings Limited annual reports.