REGISTERED NUMBER: 04805003 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2024

for

Brasslink Limited

Page

Company Information

1

Report of the Directors

2

Income Statement

3

Balance Sheet

4

Statement of Changes in Equity

6

Notes to the Financial Statements

7

DIRECTORS:

Ms M S Eden

Dr J L Kay

REGISTERED OFFICE:

123 Pall Mall St. James'S

London

SW1Y 5EA

REGISTERED NUMBER:

04805003 (England and Wales)

The directors present their report with the financial statements of the Company for the year ended 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Ms M S Eden

Dr J L Kay

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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 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 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;

-	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.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Ms M S Eden - Director

5 September 2025

TURNOVER

504,409

769,430

Administrative expenses

(181,741

)

1,876,314

686,150

(1,106,884

)

Other operating income

187,335

-

OPERATING PROFIT/(LOSS)

873,485

(1,106,884

)

Income from participating interests

-

(516,582

)

Interest receivable and similar income

519,702

627,470

519,702

110,888

1,393,187

(995,996

)

Interest payable and similar expenses

1,580,182

1,658,502

LOSS BEFORE TAXATION

4

(186,995

)

(2,654,498

)

Tax on loss

-

-

LOSS FOR THE FINANCIAL YEAR

(186,995

)

(2,654,498

)

FIXED ASSETS

Intangible assets

5

-

-

Tangible assets

6

-

-

Investments

7

1

1

1

1

CURRENT ASSETS

Debtors

8

16,635

762,309

Cash at bank

753,490

149,409

770,125

911,718

CREDITORS

Amounts falling due within one year

9

127,436

35,110

NET CURRENT ASSETS

642,689

876,608

TOTAL ASSETS LESS CURRENT LIABILITIES

642,690

876,609

CREDITORS

Amounts falling due after more than one year

10

69,622,324

69,669,248

NET LIABILITIES

(68,979,634

)

(68,792,639

)

CAPITAL AND RESERVES

Called up share capital

1,996,809

1,996,809

Retained earnings

(70,976,443

)

(70,789,448

)

(68,979,634

)

(68,792,639

)

The Company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the Company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the Company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the Company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the Company.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 5 September 2025 and were signed on its behalf by:

Ms M S Eden - Director

Called up

share

Retained

Total

capital

earnings

equity

$

$

$

Balance at 1 January 2023

-

(68,134,950

)

(68,134,950

)

Changes in equity

Issue of share capital

1,996,809

-

1,996,809

Total comprehensive income

-

(2,654,498

)

(2,654,498

)

Balance at 31 December 2023

1,996,809

(70,789,448

)

(68,792,639

)

Changes in equity

Total comprehensive income

-

(186,995

)

(186,995

)

Balance at 31 December 2024

1,996,809

(70,976,443

)

(68,979,634

)

1.	STATUTORY INFORMATION

Brasslink Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on a going concern basis even though at the balance sheet date the company had net liabilities amounting to $68,979,634 (2023: $68,792,639) and incurred a net loss of $186,995 (2023: $2,654,498).

The directors have concluded that the combination of these circumstances represent a material uncertainty that casts significant doubt upon the group's ability to continue as a going concern. Nevertheless, after making enquiries, and considering the uncertainties described above, directors have reasonable expectation that the company has adequate anticipated resources from its long term borrowings to continue in operational existence for the foreseeable future. A letter of continuing financial support from the ultimate beneficiary was also obtained. For these reasons, the directors continue to adopt the going concern basis in preparing the accounts.

Preparation of consolidated financial statements

The financial statements contain information about Brasslink Limited as an individual Company and do not contain consolidated financial information as the parent of a group. The Company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Significant judgements and estimates

In preparing these financial statements, the directors have made the following judgements:

Judgement is required in assessing the appropriateness of the going concern assumption. Further details to support the assessment that the going concern basis is appropriate is provided in notes.

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 the assets and liabilities within the next financial year are:

Determining and recognising bad debt provision for doubtful debts.

Determining whether there are indicators of impairment of the company's tangible and intangible assets.

Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue is recorded net of VAT and recognised on the date when the risks and rewards of ownership are transferred to the customers. Revenue is measured at the fair value of the consideration received or receivable. When the fair value of consideration received cannot be measured reliably the revenue is recognised at the fair value of the goods or services provided.

Company records revenue derived from services provided under sub-franchise agreement to the extent that there is a right to consideration and is recorded at the value of the consideration due.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Franchise fees are being amortised evenly over their estimated useful life of nil years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc - 20% on cost

Investments in subsidiaries and associates

Investments in subsidiary are recognised at cost.

Investment in associated companies

Associates are those entities in which the group has significant influence, but not control or joint

control, over the financial and operating policies.

Interests in associates are accounted for using the equity method. They are initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the group's share of the profit or loss and other comprehensive income of equity accounted investees, until the date on which significant influence or joint control ceases.

Financial instruments

i. Financial assets : loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses unless the effect of discounting would be immaterial. Amortised cost is calculated taking into account any discount or premium on acquisition and includes fees that are an integral part of the effective interest rate and transaction costs. Gains and losses are recognised in the consolidated statement of comprehensive income when the loans and receivables are derecognised or impaired as well as through the amortisation process.

Interest income is recognised on a time-proportion basis using the effective interest rate method.

ii. Cash and cash equivalents

Cash and cash equivalents include cash in hand, bank accounts, deposits receivable on demand and deposits with maturity dates of three months or less from the date of inception. Bank overdrafts that are repayable on demand and which form an integral part of the company's cash management are also included as a component of cash and cash equivalents where offset conditions are met.

iii. Financial liabilities: interest bearing loans and borrowings

All loans and borrowings are valued initially at fair value of the proceeds received (which is determined using the prevailing market rate of interest for a similar instrument, if significantly differs from the transaction price), net of transaction costs incurred. In subsequent periods, interest bearing loans and borrowings are stated at amortised cost using the effective interest method; any difference between fair value of the proceeds (net of transaction costs) and the redemption amount is recognised as interest expense over the period of the loans and borrowings.

Interest expense is recognised on a time-proportion basis using the effective interest method.

Interest-free long term debt granted to and by the related parties is initially recognised in accordance with the recognition of the financial instruments policy. The difference between nominal amount of consideration given and the fair value of loans granted and borrowed at other than market terms is recognised in the period the loan is granted and borrowed as initial recognition of loans from related parties at fair value. The resulting gain is accounted as additional paid in capital. Loans with fixed maturities are subsequently measured at amortised cost using the effective interest rate method. Those that do not have fixed maturities are carried at cost. Gains and losses are recognised in the consolidated statement of comprehensive income when the loans and borrowings are derecognised or impaired as well as through the amortisation process.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

New standards and amended standards

The following new standards or amendments to existing standards were adopted as endorsed by the UK Endorsement Board (UKEB) with effective date 1 January 2024 for the first time but had no material impact on the financial statements.

1. Lease liability in a sale and leaseback transaction (Amendments to IFRS 16)

2. International Tax Reform - Pillar Two Rules (Amendments to IAS 12)

3. Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants (Amendments to IAS 1)

4. Disclosures: Supplier Finance Arrangements - (Amendments to IAS 7 and IFRS 7)

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

4.	LOSS BEFORE TAXATION

The loss is stated after charging:

31.12.24

31.12.23

$

$

Patents and licences amortisation

-

23,115

5.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

$

COST

At 1 January 2024

and 31 December 2024

231,150

AMORTISATION

At 1 January 2024

and 31 December 2024

231,150

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

-

6.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

$

COST

At 1 January 2024

and 31 December 2024

15,072

DEPRECIATION

At 1 January 2024

and 31 December 2024

15,072

NET BOOK VALUE

At 31 December 2024

-

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

$

COST

At 1 January 2024

and 31 December 2024

1

NET BOOK VALUE

At 31 December 2024

1

At 31 December 2023

1

The Company's investments at the Balance Sheet date in the share capital of companies include the following:

Konditerskaya Wolkonskogo LLC (Ukraine)

Registered office: Ukraine

Nature of business: Bakery

%

Class of shares:

holding

Ordinary

100.00

31.12.24

31.12.23

$

$

Aggregate capital and reserves

(6,699,708

)

(6,056,375

)

Loss for the year

(1,276,390

)

(1,353,196

)

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

$

$

Trade debtors

28

75,976

Other debtors

16,607

686,333

16,635

762,309

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

$

$

Other creditors

127,436

35,110

There is $108,907 of loan payable to the ultimate shareholder, forming part of other creditors. None was payable in the previous year.

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.24

31.12.23

$

$

Other creditors

69,622,324

69,669,248

Amounts falling due in more than five years:

Repayable otherwise than by instalments

Other loans more 5yrs non-inst

22,193,778

23,175,497

11.	ULTIMATE CONTROLLING PARTY