The notes on pages 3 to 14 form part of these financial statements.
The notes on pages 3 to 14 form part of these financial statements.
The principal activity of Helios Topco Limited (“the company”) is that of a holding company. Its primary purpose is to hold investments in subsidiary undertakings and manage the Group’s strategic direction.
The company is a private limited company incorporated in England and Wales. The registered office is Parbrook House, Natts Lane, Billingshurst, RH14 9EZ.
The group consists of Helios Topco Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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 £.
The financial statements have been prepared under the historical cost convention.
Parent Company disclosure exemptions
In preparing the separate financial statements of the parent Company, advantage has been taken of the following disclosure exemptions available in FRS 102:
No Statement of cash flows has been presented for the parent Company
The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent Company Helios Topco Limited together with all entities controlled by the parent Company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
During the year the Group acquired 100% of the issued share capital of Emergency Lighting Products Limited. The results of the subsidiary have been included in the consolidated financial statements from the date control was obtained.
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
The directors have undertaken a review and consider the Group and the Company to be a going concern.
Whilst the Group reports a net current liability position of £103,501 (2024: £2,412,925) and a net liability position of £9,335,410 (2024: £7,326,438), this includes preference shares that have been classified as debt in accordance with the requirements of Financial Reporting Standard 102 (“FRS 102”). Further details of these instruments are disclosed in Note 16 to the financial statements.
The business has continued to invest in people, marketing and new products to support growth, and the benefits of this investment are being realised in 2026. Further growth is expected for the remainder of the year.
Based on this assessment, the directors consider it appropriate to prepare these financial statements on a going concern basis.
Revenue is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Sale of goods
Revenue from the sale of goods represents amounts received for electrical lighting products and related components and 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.
Revenue from the sale of goods represents amounts received for electrical lighting products and related components.
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.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
Investments in subsidiaries are measured at cost less accumulated impairment.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.
The carrying amount of the investments held within the parent company accounts is accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, 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.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
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 group 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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group 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 group.
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 group’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 if, and only if, there is 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 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.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'administrative costs'.
Finance costs
Finance costs are charged to Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that believed to be reasonable under the circumstances.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year include:
(i) Stock provisions
The group makes a provision against any stock held for a period longer than six months, as well as for specific items identified as either obsolete or unsaleable.
(ii) Preference shares
The group has preference shares in issue which could be disclosed as debt or equity and this classification requires judgment. The rights associated with these shares has been reviewed and it has been concluded that they should be disclosed as debt within these accounts.
(iii) Amortisation Period of Goodwill
The determination of the useful economic life over which goodwill are amortised is a significant judgement. Management considers a range of factors, including the expected future cash flows from the acquired business, the stability of the industry, and historical experience. Where a reliable estimate cannot be made, the useful life does not exceed ten years. The amortisation period is reviewed annually and revised if necessary.
The average monthly number of persons (including directors) employed by the group and company during the year was:
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 loss after tax of the parent Company for the year was £970,052 (2024 - loss £877,874).
Details of the company's subsidiaries at 31 December 2025 are as follows:
The bank loans are secured by a fixed and floating charge over the assets of the group.
The bank loan has been reclassified from non-current liabilities to current liabilities. Since the year end this loan has been repaid in full, and a new facility has been arranged with Leumi UK Group Limited.
In the opinion of the directors, the preference shares presented within long-term liabilities represent an equity investment in substance, rather than debt. At the time of acquiring Prime Light Electrical Limited, it was the clear intention to structure the financing through a balanced mix of bank debt and equity contributions from investors.
From a commercial standpoint, the agreements entered into with investors reflect the characteristics of an equity investment. However, due to the specific terms of the preference shares and the requirements of Financial Reporting Standard 102 ("FRS 102"), the shares are classified as debt in these financial statements.
Although the preference shares are redeemable at the discretion of the shareholders, any redemption is contingent upon the availability of sufficient funds. As such, while the timing of redemption is not within the directors’ control, the enforceability of any redemption request is subject to the company’s financial capacity.
Share premium account
The share premium reserve includes all amounts paid over and above par value for shares issued in the Company.
Profit and loss account
Companies current year and accumulated profits, less any dividends paid.
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
The Company together with its Group companies, Helios Midco Limited, Helios Bidco Limited, Prime Light Electrical Limited and Emergency Lighting Products Limited have provided a multilateral guarantee to the Group's lenders to secure the lending in Helios Bidco Limited, Prime Light Electrical Limited and Emergency Lighting Products Limited.
The Group's lenders have a fixed and floating charge over the assets of the companies in the group.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
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. Contributions to the value of £7,023 (2024: £7,039) were payable to the fund at the reporting date and are included in creditors.
Where possible the company has taken advantage of the exemption conferred by section 33.1A of FRS 102 from the requirement to disclose transactions with other wholly owned group undertakings.
During the year, the group was charged chairman fees, consultancy fees and management fees of £130,000 (2024: £140,000) by companies with common directors.
Included within non current liabilities is an amount of £3,127,567 (2024: £2,821,428) owed to certain directors of the company. £306,140 (2024: £268,099) has been charged on those balances for the year.