Company registration number 06457420 (England and Wales)
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
COMPANY INFORMATION
Directors
S D Tamplin
L M Cox
D R Sheerman
Secretary
J Hunt
Company number
06457420
Registered office
Gateway House
Bilton Road
Basingstoke
RG24 8LJ
Auditor
West & Berry Limited
Nile House
Nile Street
Brighton
BN1 1HW
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Group statement of comprehensive income
9
Group statement of financial position
10
Company statement of financial position
11 - 12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 37
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -
The directors present the strategic report for the year ended 31 December 2025.
Review of the business
2025 was one of our most ambitious years, we moved into a new building and managed an ambitious fit out, acquired GLS Lighting and through the unfortunate demise of B360 we were able to add experienced staff, equipment and customers to our existing business. We effectively merged all the equipment, operations and people from three companies (one being TSL) into our new building, at the same time and during one of our busiest periods of the year.
At times it felt like we had bitten off more than we could chew but I wouldn’t change anything. All these opportunities are working out very well and performing as we would want, we have ended up with a broader range of customers, markets and talent within TSL as well as achieving a steady stream of revenue across the entire year. The team effort has been amazing to see.
Our new flagship headquarters is kitted out with specialist prep areas, dedicated show prep space, blackout pre-production space, previsualisation suites, training room and canteen as well as many meeting rooms. We’ve increased our capacity enormously and this building was a step change to facilitate the next 10 years of growth.
A step change like this has taken its toll on our balance sheet, and for this year on our profitability. However, I believe the cost to be worth it given all the opportunities, capabilities and capacity we now have. I will talk later about our performance in 2026 so far.
The growth and success we have had in the past 5 years has positioned us to take the next step in our story and whilst we have had to take on debt to do it, this is all directly related to future growth and ultimately increased profit which will in turn power our reinvestment model. We closely monitor our debt to turnover and debt to EBITDA ratios whilst weighing this against our revenue and cost budget risk. We felt and still feel comfortable that this was the right decision.
Anyone who has read any of my previous strategic reports will know that I have been aiming for TSL to reduce its debt, something we achieved by becoming net debt free in 2024.I haven’t changed my thinking about debt, it is a tool at our disposal. It has been extremely useful since the early days of the company and has played a key role in facilitating the requirements of the business and boosting the cash flow and profitability when needed. However, I believe that it must be used specifically to improve margin and/or the bottom line. Unless the business is requiring a cash flow loan of some kind for a specific period and reason (covid for example), I am very resistant to using debt for normal day to day cash flow. Because of the type of business we run I believe that if revenue is stable, debt should reduce. If revenue and profitability are growing, debt can be justified.
I have worked very closely with the projects and operations team to ensure we execute on our promise of high-quality lighting and rigging equipment and services whilst going through this expansion and step change. It has not always been straightforward, almost every way we operate has had to be reinvented due to a change in space, teams or scale. However, the business is ultimately in a much better position and has a solid platform to constantly improve and grow.
Principal risks and uncertainties
The key risks and uncertainties that relate to the future profitability of the business are:
corporate and event markets
War and associated effects on commodity pricing
Operational Health and Safety risks
Financial, cash flow, access to finance and customer credit
The directors monitor all risks and have a proven track record of planning effectively to mitigate any and all risks. “By the grace of God go we”.
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Key performance indicators
Key financial and other performance indicators during the year were as follows:
Future developments
Since the 2025 year-end TSL has seen strong financial performance and our financial performance has outpaced our ambitious budget. By the end of August 26, we have already exceeded our total 2024 revenue and by the end of the year are on target to see a significant increase in revenue and profit from 2025.
Our marketing and customer facing team have worked hard to capture the opportunities we have as a new combined company, utilising all the benefits of increased equipment, facilities and reputation. We have seen incredible new clients and jobs won and delivered to a high standard as well as continuing to delight our core customers with their important projects.
We are heavily utilising AI coding to enable us to solve all kinds of business and operational problems, using our own software in order that our people can concentrate on their unique skill set and abilities, this will continue and has so far directly resulted in increased head count and jobs.
Earlier this year we recently repaid our Covid CBILS loan which was a wonderful milestone having been taken out during the early months of Covid. It gives me immense satisfaction to have been able to steer the company through that period and into growth.
The future is very exciting, and I believe we will continue to grow and capture the momentum we have created whilst being very aware of all the risks we manage.
S D Tamplin
Director
29 September 2026
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2025.
Principal activities
The principal activity of the company and group continued to be that of lighting and rigging design, consultancy and hire.
Results and dividends
The results for the year are set out on page 9.
Ordinary dividends were paid amounting to £80,409. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
S D Tamplin
L M Cox
D R Sheerman
Financial instruments
The groups financial instruments comprise bank balances, asset finance funders, trade creditors and trade debtors. The main purpose of these instruments is to raise funds for the group's asset purchases when needed and ongoing operations. Due to the nature of these funds there is little to no exposure to price risk. The groups approach to managing other risks applicable to the financial instruments concerned is shown below. In respect of bank balances an overdraft facility size and cost is reviewed and agreed each year with the bank. There are no loans from directors. Financial institutions are used for asset finance with all costs being fixed and not subject to change. The group manages the liquidity risk by ensuring there are sufficient funds to meet the payments. Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding and overdue. Trade creditors risk is managed by ensuring sufficient funds are available to meet amounts due.
Auditor
The auditor, West & Berry Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
Strategic report
The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the groups strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
On behalf of the board
S D Tamplin
Director
29 September 2026
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and parent company, 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 and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards 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 group and parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
- 6 -
Opinion
We have audited the financial statements of TSL Lighting Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group 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 United Kingdom Accounting Standards, including Financial Reporting Standard 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 the parent company's affairs as at 31 December 2025 and of the group's loss for the year 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.
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 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
- 7 -
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 strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the 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.
Responsibilities of directors
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 group's and 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 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 these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:
We obtained an understanding of the legal and regulatory frameworks applicable to the group and the sector in which it operates. We determined that the following laws and regulations were most significant: the Companies Act 2006, UK corporate taxation laws, Health and Safety at Work etc Act 1974 and the Operators transport licensing regulations.
We obtained an understanding of how the group is complying with the legal and regulatory frameworks by making inquiries to management.
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
- 8 -
We assessed the susceptibility of the group’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
challenging assumptions and judgments made by management in its significant accounting estimates;
identifying and testing journal entries, in particular any journal entries posted with unusual account combinations; and
assessing the extent of compliance with the relevant laws and regulations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Michelle Westbury FCCA (Senior Statutory Auditor)
For and on behalf of West & Berry Limited, Statutory Auditor
Chartered Certified Accountants
Nile House
Nile Street
Brighton
BN1 1HW
29 September 2026
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£
£
Turnover
3
12,366,828
10,510,550
Cost of sales
(5,721,075)
(4,026,032)
Gross profit
6,645,753
6,484,518
Administrative expenses
(8,766,719)
(5,167,640)
Operating (loss)/profit
4
(2,120,966)
1,316,878
Interest receivable and similar income
8
27,084
33,245
Interest payable and similar expenses
9
(191,715)
(67,977)
Change in value of investments
10
51,976
(36,089)
(Loss)/profit before taxation
(2,233,621)
1,246,057
Tax on (loss)/profit
11
611,468
(339,243)
(Loss)/profit for the financial year
29
(1,622,153)
906,814
(Loss)/profit for the financial year is all attributable to the owner of the parent company.
Total comprehensive income for the year is all attributable to the owner of the parent company.
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
13
801,321
Tangible assets
14
8,954,848
6,679,097
Investments
15
2,670
9,758,839
6,679,097
Current assets
Stocks
18
81,218
92,087
Debtors
19
1,891,030
935,657
Investments
20
450,530
305,632
Cash at bank and in hand
1,141,189
1,170,628
3,563,967
2,504,004
Creditors: amounts falling due within one year
21
(4,633,706)
(1,803,443)
Net current (liabilities)/assets
(1,069,739)
700,561
Total assets less current liabilities
8,689,100
7,379,658
Creditors: amounts falling due after more than one year
22
(2,242,647)
(189,894)
Provisions for liabilities
Provisions
25
1,043,000
109,584
Deferred tax liability
26
1,616,310
1,590,475
(2,659,310)
(1,700,059)
Net assets
3,787,143
5,489,705
Capital and reserves
Called up share capital
28
100
100
Profit and loss reserves
29
3,787,043
5,489,605
Total equity
3,787,143
5,489,705
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved by the board of directors and authorised for issue on 29 September 2026 and are signed on its behalf by:
29 September 2026
S D Tamplin
Director
Company registration number 06457420 (England and Wales)
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
13
801,321
Tangible assets
14
8,954,849
6,676,108
Investments
15
3,514
844
9,759,684
6,676,952
Current assets
Stocks
18
81,218
92,087
Debtors
19
1,891,029
826,330
Investments
20
450,530
305,632
Cash at bank and in hand
1,133,127
1,165,721
3,555,904
2,389,770
Creditors: amounts falling due within one year
21
(4,630,153)
(1,768,359)
Net current (liabilities)/assets
(1,074,249)
621,411
Total assets less current liabilities
8,685,435
7,298,363
Creditors: amounts falling due after more than one year
22
(2,242,647)
(189,894)
Provisions for liabilities
Provisions
25
1,043,000
Deferred tax liability
26
1,616,310
1,590,475
(2,659,310)
(1,590,475)
Net assets
3,783,478
5,517,994
Capital and reserves
Called up share capital
28
100
100
Profit and loss reserves
29
3,783,378
5,517,894
Total equity
3,783,478
5,517,994
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
31 December 2025
- 12 -
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,654,107 (2024 - £828,115 profit).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 29 September 2026 and are signed on its behalf by:
29 September 2026
S D Tamplin
Director
Company registration number 06457420 (England and Wales)
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2024
100
4,670,283
4,670,383
Year ended 31 December 2024:
Profit and total comprehensive income
-
906,814
906,814
Dividends
12
-
(87,492)
(87,492)
Balance at 31 December 2024
100
5,489,605
5,489,705
Year ended 31 December 2025:
Loss and total comprehensive income
-
(1,622,153)
(1,622,153)
Dividends
12
-
(80,409)
(80,409)
Balance at 31 December 2025
100
3,787,043
3,787,143
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2024
100
4,777,270
4,777,370
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
828,116
828,116
Dividends
12
-
(87,492)
(87,492)
Balance at 31 December 2024
100
5,517,894
5,517,994
Year ended 31 December 2025:
Profit and total comprehensive income
-
(1,654,107)
(1,654,107)
Dividends
12
-
(80,409)
(80,409)
Balance at 31 December 2025
100
3,783,378
3,783,478
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
36
2,175,907
2,567,085
Interest paid
(191,715)
(67,977)
Income taxes paid
(80,266)
(2,915)
Net cash inflow from operating activities
1,903,926
2,496,193
Investing activities
Purchase of intangible assets
(874,168)
-
Purchase of tangible fixed assets
(2,059,133)
(2,180,256)
Proceeds from disposal of tangible fixed assets
38,323
332,020
Proceeds from disposal of subsidiaries, net of cash disposed
(2,670)
-
Purchase of investments
(260,021)
(309,040)
Proceeds from disposal of investments
167,099
164,223
Interest received
21,402
11,049
Dividends received
5,682
22,196
Net cash used in investing activities
(2,963,486)
(1,959,808)
Financing activities
Proceeds from borrowings
1,946,014
-
Repayment of borrowings
-
(7,500)
Proceeds from new bank loans
500,000
-
Repayment of bank loans
(239,253)
(180,920)
Payment of finance leases obligations
(1,096,231)
(356,197)
Dividends paid to equity shareholders
(80,409)
(87,492)
Net cash generated from/(used in) financing activities
1,030,121
(632,109)
Net decrease in cash and cash equivalents
(29,439)
(95,724)
Cash and cash equivalents at beginning of year
1,170,628
1,266,352
Cash and cash equivalents at end of year
1,141,189
1,170,628
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
1
Accounting policies
Company information
TSL Lighting Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Gateway House, Bilton Road, Basingstoke, RG24 8LJ.
The group consists of TSL Lighting Limited and all of its subsidiaries.
1.1
Basis of preparation
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.
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, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The accounts comply with FRS 102.
1.2
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
1.3
Basis of consolidation
The consolidated financial statements incorporate those of TSL Lighting Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.
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 subsidiaries have been included in the group financial statements using the purchase method of accounting. Accordingly, the group profit and loss account and statement of cash flows include the results and cash flows of the subsidiaries for the twelve month period.
The results of the group companies TSL Barcelona SLU and TSL Lighting Arabia have been excluded from the consolidation as exempt under Section 405(2) of the Companies Act 2006 as their inclusion, both individually and collectively, is not material for the purpose of giving a true and fair view.
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.4
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.5
Revenue
Turnover is recognised in the period of rental and is shown net of VAT .
1.6
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.7
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.
1.8
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
20% straight line
Plant and equipment
17.5% and 20% reducing balance
Fixtures, fittings and equipment
20% reducing balance and 20% straight line
Motor vehicles
20% straight line
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.
1.9
Fixed asset investments
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.10
Impairment of fixed assets
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 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.
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.11
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is
determined using the first-in first out method (FIFO).
1.12
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.13
Financial instruments
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
Basic financial assets, which include debtors 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
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.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, 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 creditors 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 creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.14
Equity instruments
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.
1.15
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -
Current 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
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.
1.16
Provisions
Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.17
Employee benefits
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 fixed 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.
1.18
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 21 -
1.19
Leases
As lessee
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
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.
1.20
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Sales
12,366,828
10,510,550
2025
2024
£
£
Other revenue
Interest income
21,402
11,049
Dividends received
5,682
22,196
In the opinion of the Directors it would be seriously prejudicial to the interests of the company to disclose the turnover between geographical markets.
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
4
Operating (loss)/profit
2025
2024
£
£
Operating (loss)/profit for the year is stated after charging:
Exchange losses
7,775
7,106
Research and development costs
82,036
161,272
Depreciation of tangible fixed assets
1,592,750
1,290,991
Amortisation of intangible assets
72,847
-
Operating lease charges
545,096
165,000
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
14,465
10,245
For other services
All other non-audit services
11,470
9,924
6
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Directors
3
3
3
3
Operations
58
53
58
53
Office staff
29
19
29
19
Total
90
75
90
75
Their aggregate remuneration comprised:
Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
3,398,011
2,458,936
3,398,011
2,458,936
Social security costs
399,684
252,587
399,684
252,587
Pension costs
122,522
104,189
122,522
104,189
3,920,217
2,815,712
3,920,217
2,815,712
Defined contribution pension scheme payments recognised as an expense £122,522 (2024: £104,189).
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
290,181
280,764
Company pension contributions to defined contribution schemes
62,642
58,642
352,823
339,406
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
140,000
135,000
Company pension contributions to defined contribution schemes
1,321
1,321
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024: 2). Aggregate directors pension contributions in the year amounted to £62,642 (2024: £58,642).
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
15,152
11,046
Other interest income
6,250
3
Total interest revenue
21,402
11,049
Other income from investments
Dividends received
5,682
22,196
Total income
27,084
33,245
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
15,152
11,046
Dividends from financial assets measured at fair value through profit or loss
5,682
22,196
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
9
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
12,276
27,642
Other finance costs:
Interest on finance leases and hire purchase contracts
179,439
40,335
Total finance costs
191,715
67,977
10
Amounts written off investments
2025
2024
£
£
Fair value gains/(losses) on financial instruments
Gain/(loss) on financial assets held at fair value through profit or loss
51,976
(36,089)
11
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
83,370
Adjustments in respect of prior periods
(56,189)
Total current tax
(56,189)
83,370
Deferred tax
Origination and reversal of timing differences
25,835
236,476
Write down or reversal of write down of deferred tax asset
(581,114)
19,397
Total deferred tax
(555,279)
255,873
Total tax (credit)/charge
(611,468)
339,243
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
11
Taxation
(Continued)
- 25 -
The actual (credit)/charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
2025
2024
£
£
(Loss)/profit before taxation
(2,233,621)
1,246,057
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25% (2024: 25%)
(558,405)
311,514
Effects of:
Expenses that are not deductible in determining taxable profit
41,186
15,277
Utilisation of tax losses not previously recognised
(19,397)
Unutilised tax losses carried forward
581,114
Permanent capital allowances in excess of depreciation
(579,596)
(557,381)
Depreciation on assets not qualifying for tax allowances
398,188
322,747
Amortisation on assets not qualifying for tax allowances
18,212
Profit or loss on disposal of fixed assets
43,112
9,421
Deferred tax movement
(555,279)
255,873
Amount written off current assets
1,189
Taxation (credit)/charge in the financial statements
(611,468)
339,243
12
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Interim paid
80,409
87,492
13
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2025
21,785
Additions
874,168
At 31 December 2025
895,953
Amortisation and impairment
At 1 January 2025
21,785
Amortisation charged for the year
72,847
At 31 December 2025
94,632
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
13
Intangible fixed assets
(Continued)
- 26 -
Carrying amount
At 31 December 2025
801,321
At 31 December 2024
Company
Goodwill
£
Cost
At 1 January 2025
1,504
Additions
874,168
At 31 December 2025
875,672
Amortisation and impairment
At 1 January 2025
1,504
Amortisation charged for the year
72,847
At 31 December 2025
74,351
Carrying amount
At 31 December 2025
801,321
At 31 December 2024
Included in intangible fixed assets is goodwill relating to an acquisition in the year. At the year end this has a carrying amount of £801,321 (2024: £nil) and a remaining amortisation period of four and a half years.
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
14
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures, fittings and equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2025
266,663
12,302,772
217,754
325,689
13,112,878
Additions
1,909,302
1,921,856
160,152
87,962
4,079,272
Disposals
(266,663)
(875,691)
(65,432)
(1,207,786)
At 31 December 2025
1,909,302
13,348,937
312,474
413,651
15,984,364
Depreciation and impairment
At 1 January 2025
186,306
5,947,665
134,524
165,286
6,433,781
Depreciation charged in the year
157,393
1,311,044
50,079
74,234
1,592,750
Eliminated in respect of disposals
(206,643)
(733,780)
(56,592)
(997,015)
At 31 December 2025
137,056
6,524,929
128,011
239,520
7,029,516
Carrying amount
At 31 December 2025
1,772,246
6,824,008
184,463
174,131
8,954,848
At 31 December 2024
80,357
6,355,107
83,230
160,403
6,679,097
Company
Leasehold improvements
Plant and equipment
Fixtures, fittings and equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2025
204,675
12,302,773
217,754
325,688
13,050,890
Additions
1,909,302
1,921,856
160,152
87,962
4,079,272
Disposals
(204,675)
(875,691)
(65,432)
(1,145,798)
At 31 December 2025
1,909,302
13,348,938
312,474
413,650
15,984,364
Depreciation and impairment
At 1 January 2025
127,308
5,947,665
134,523
165,286
6,374,782
Depreciation charged in the year
154,403
1,311,044
50,079
74,234
1,589,760
Eliminated in respect of disposals
(144,655)
(733,780)
(56,592)
(935,027)
At 31 December 2025
137,056
6,524,929
128,010
239,520
7,029,515
Carrying amount
At 31 December 2025
1,772,246
6,824,009
184,464
174,130
8,954,849
At 31 December 2024
77,367
6,355,108
83,231
160,402
6,676,108
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
14
Tangible fixed assets
(Continued)
- 28 -
Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:
Group
Company
2025
2024
2025
2024
£
£
£
£
Plant and equipment
3,246,602
374,887
3,246,602
374,887
Fixtures, fittings and equipment
26,249
26,249
Motor vehicles
62,966
62,966
Leasehold improvements
875,805
-
875,805
-
4,211,622
374,887
4,211,622
374,887
National Westminster Bank PLC holds charges over the groups assets.
The depreciation charge in respect of leased assets amounted to £710,196 (2024: £79,525) for the year.
15
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
16
2,670
3,514
844
Movements in fixed asset investments
Group
Shares in subsidiaries
Other
Total
£
£
£
Cost or valuation
At 1 January 2025
-
-
-
Additions
2,670
900,000
902,670
Disposals
-
(900,000)
(900,000)
At 31 December 2025
2,670
-
2,670
Carrying amount
At 31 December 2025
2,670
-
2,670
At 31 December 2024
-
-
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
15
Fixed asset investments
(Continued)
- 29 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025
844
Additions
2,670
At 31 December 2025
3,514
Carrying amount
At 31 December 2025
3,514
At 31 December 2024
844
16
Subsidiaries
Details of the company's subsidiaries at 31 December 2025 are as follows:
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Blinding Light Limited
England
Lighting & rigging
Ordinary
100.00
Point Source Productions Limited
England
Business acquisitions
Ordinary
100.00
TSL Barcelona S.L.U
Spain
Lighting & rigging
Ordinary
100.00
TSL Lighting Arabia
Saudi Arabia
Dormant
Ordinary
100.00
Registered office addresses (all UK unless otherwise indicated):
1
Gateway House, Bilton Road, Basingstoke, Hampshire, RG24 8LJ
2
Gateway House, Bilton Road, Basingstoke, Hampshire, RG24 8LJ
3
Calle Muntaner, 262, 5th Floor, 1st door, 08021, Barcelona, Spain
4
12815, Mansur Abi Steet, Riyadh, Al Zahra District, Saudi Arabia
17
Financial instruments
Group
Company
2025
2024
2025
2024
£
£
£
£
Carrying amount of financial assets include:
Instruments measured at fair value through profit or loss
450,530
305,632
450,530
305,632
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 30 -
18
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Finished goods and goods for resale
81,218
92,087
81,218
92,087
19
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
841,574
454,250
841,573
454,249
Corporation tax recoverable
56,189
56,189
Other debtors
412,153
481,407
412,153
372,081
1,309,916
935,657
1,309,915
826,330
Amounts falling due after more than one year:
Deferred tax asset (note 26)
581,114
581,114
Total debtors
1,891,030
935,657
1,891,029
826,330
20
Current asset investments
Group
Company
2025
2024
2025
2024
£
£
£
£
Listed investments
450,530
305,632
450,530
305,632
Listed investments are carried at market value.
Historic cost of listed investments as at 31 December 2025 is £434,459 (2024: £330,696).
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 31 -
21
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
23
175,384
180,920
175,384
180,920
Obligations under finance leases
24
1,280,545
197,093
1,280,545
197,093
Trade creditors
1,146,796
1,008,721
1,146,796
1,004,557
Corporation tax payable
80,266
53,085
Other taxation and social security
307,306
190,520
307,225
190,251
Other creditors
1,723,675
145,923
1,720,203
142,453
4,633,706
1,803,443
4,630,153
1,768,359
22
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
23
341,667
75,384
341,667
75,384
Obligations under finance leases
24
1,900,980
114,510
1,900,980
114,510
2,242,647
189,894
2,242,647
189,894
23
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
517,051
256,304
517,051
256,304
Payable within one year
175,384
180,920
175,384
180,920
Payable after one year
341,667
75,384
341,667
75,384
The interest rate applicable to the the CBIL was 3.2% p.a. over base rate. The rate applicable to new borrowing in 2025 was 10%.
24
Finance lease obligations
Group
Company
2025
2024
2025
2024
Amounts due:
£
£
£
£
Current liabilities
1,280,545
197,093
1,280,545
197,093
Non-current liabilities
1,900,980
114,510
1,900,980
114,510
3,181,525
311,603
3,181,525
311,603
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
24
Finance lease obligations
(Continued)
- 32 -
Group
Company
2025
2024
2025
2024
Future minimum lease payments due:
£
£
£
£
Within one year
1,495,467
223,912
1,495,467
223,912
In two to five years
2,281,206
126,902
2,281,206
126,902
3,776,673
350,814
3,776,673
350,814
Less: future finance charges
(595,148)
(39,211)
(595,148)
(39,211)
3,181,525
311,603
3,181,525
311,603
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. Leased assets act as security until final payments have been made.
25
Provisions for liabilities
Group
Company
2025
2024
2025
2024
£
£
£
£
1,043,000
109,584
1,043,000
-
Movements on provisions:
Group
£
At 1 January 2025
109,584
Additional provisions in the year
1,043,000
Reversal of provision
(109,584)
At 31 December 2025
1,043,000
Company
£
Additional provisions in the year
1,043,000
The group has recognised a provision relating to its obligation to re-instate its new business premises to the acquired condition upon termination of the lease.
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 33 -
26
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company:
Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Group
£
£
£
£
Accelerated capital allowances
1,616,310
1,590,475
-
-
Tax losses
-
-
581,114
-
1,616,310
1,590,475
581,114
-
Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Company
£
£
£
£
Accelerated capital allowances
1,616,310
1,590,475
-
-
Tax losses
-
-
581,114
-
1,616,310
1,590,475
581,114
-
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 January 2025
1,590,475
1,590,475
Credit to profit or loss
(555,279)
(555,279)
Liability at 31 December 2025
1,035,196
1,035,196
The estimated amount of the deferred tax liabilities expected to reverse during the year beginning after the reporting period is £327,051 (2024: £310,714).
27
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
122,522
104,189
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. At the balance sheet date contributions of £12,813 (2024: £10,741) were due to the fund.
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 34 -
28
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary of £1 each
100
100
100
100
All shares carry one voting right at the general meeting and equal rights in the company. No shares can be sold to a third party without approval of the board. Each share carries equal rights on final distribution in the event of the company winding up.
29
Profit and loss reserves
Group
Company
2025
2024
2025
2024
£
£
£
£
At the beginning of the year
5,489,605
4,670,283
5,517,894
4,777,270
Profit/(loss) for the year
(1,622,153)
906,814
(1,654,107)
828,116
Dividends
(80,409)
(87,492)
(80,409)
(87,492)
At the end of the year
3,787,043
5,489,605
3,783,378
5,517,894
30
Business combinations
On the 2 July 2025, the group acquired control of the trade and assets of GLS Light & Sound Production Limited and Gin Clear Limited for a total consideration of £1.6m. As part of the acquisition £0.9m of goodwill, with a useful life of 5 years, has been recognised. GLS built their reputation in concert touring & festivals and the acquisition will significantly strengthen the groups offering in those areas.
31
Operating lease commitments
As lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2025
2024
2025
2024
£
£
£
£
Within 1 year
425,402
-
425,402
-
Years 2-5
3,403,215
-
3,403,215
-
After 5 years
2,212,090
-
2,212,090
-
6,040,707
-
6,040,707
-
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
31
Operating lease commitments
(Continued)
- 35 -
In 2024 the group surrendered a lease and therefore had no further operating lease commitments at that year end. Operating lease payments recognised as an expense in the year £545,096 (2024: £165,000).
32
Capital commitments
Amounts contracted for but not provided in the financial statements:
Group
Company
2025
2024
2025
2024
£
£
£
£
Acquisition of tangible fixed assets
219,018
542,287
219,018
542,287
33
Events after the reporting date
At the time of approving the financial statements the directors intend on winding down the subsidiary company, Blinding Light Limited, and proceeding with having the company struck of the Register.
34
Related party transactions
No details are included for transactions with Blinding Light Limited and Point Source Productions Limited as the exemption for 100% owned subsidiaries is being claimed.
During the year consultancy fees of £140,000 (2024: £137,000) were paid to a company owned and controlled by the director S Tamplin. At the end of the period an amount of £44,000 (2024: £45,000) was due from a company owned and controlled by the director S Tamplin.
35
Controlling party
The company is controlled by the director, S D Tamplin by reason of his shareholding.
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 36 -
36
Cash generated from group operations
2025
2024
£
£
(Loss)/profit after taxation
(1,622,153)
906,814
Adjustments for:
Taxation (credited)/charged
(611,468)
339,243
Finance costs
191,715
67,977
Investment income
(27,084)
(33,245)
Loss on disposal of tangible fixed assets
172,448
56,832
Amortisation and impairment of intangible assets
72,847
-
Depreciation and impairment of tangible fixed assets
1,592,750
1,290,991
Other gains and losses
(51,976)
36,089
Increase/(decrease) in provisions
933,416
(132,659)
Movements in working capital:
Decrease/(increase) in stocks
10,869
(17,263)
Increase in debtors
(318,070)
(38,711)
Increase in creditors
1,832,613
91,017
Cash generated from operations
2,175,907
2,567,085
37
Cash generated from operations - company
2025
2024
£
£
(Loss)/profit after taxation
(1,654,107)
828,116
Adjustments for:
Taxation (credited)/charged
(611,468)
312,062
Finance costs
191,715
67,977
Investment income
(20,905)
(33,245)
Loss on disposal of tangible fixed assets
172,448
37,682
Amortisation and impairment of intangible assets
72,847
-
Depreciation and impairment of tangible fixed assets
1,589,760
1,283,389
Other gains and losses
(18,145)
40,847
Increase in provisions
1,043,000
-
Movements in working capital:
Decrease/(increase) in stocks
10,869
(17,263)
Increase in debtors
(427,396)
(38,013)
Increase in creditors
1,836,963
90,338
Cash generated from operations
2,185,581
2,571,890
TSL LIGHTING LIMITED AND SUBSIDIARY COMPANIES
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 37 -
38
Analysis of changes in net funds/(debt) - group
1 January 2025
Cash flows
New leases
31 December 2025
£
£
£
£
Cash at bank and in hand
1,170,628
(29,439)
-
1,141,189
Borrowings excluding overdrafts
(256,304)
(260,747)
-
(517,051)
Payment of finance leases obligations
(311,603)
(849,783)
(2,020,139)
(3,181,525)
602,721
(1,139,969)
(2,020,139)
(2,557,387)
39
Analysis of changes in net funds/(debt) - company
1 January 2025
Cash flows
New leases
31 December 2025
£
£
£
£
Cash at bank and in hand
1,165,721
(32,594)
-
1,133,127
Borrowings excluding overdrafts
(256,304)
(260,747)
-
(517,051)
Payment of finance leases obligations
(311,603)
(849,783)
(2,020,139)
(3,181,525)
597,814
(1,143,124)
(2,020,139)
(2,565,449)
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