OVERIZONE LIMITED

	Page
Balance Sheet	1
Notes to the Financial Statements	2—6

1. General Information

(a) Overizone is a Limited Company Registered in England and Wales with the number 09356079.

Registered Office: Fifth Floor, 167 – 169 Great Portland Street, London, W1W 5PF – United Kingdom. The Financial Conduct Authority authorises it under registration number 730364.

(b) Overizone Ltd is a Holding company interested in Financial Trading, Real estate, and FinTech.

The primary markets were Italy, the United Kingdom, and some European Countries. The entity has ceased participation in other companies, despite the fact that there are some companies, such as All Boys Ltd and High Trade Assets Ltd, which, although formally independent entities, are in reality functional entities within Overizone's business.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain

financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

2.2. Going Concern Disclosure

The directors have reviewed the company's latest management figures and forecasts and consider that in preparing

the financial statements they have taken into account all information that could reasonably be expected to be

available. They believe that this information demonstrates that the company will be able to pay its creditors as they

fall due.

It is also noted that the company's shareholders have invested significantly in the company and have indicated their

willingness to continue to support the company for the foreseeable future.

The directors therefore have reasonable expectation that the company has adequate resources to continue in

operational existence for the foreseeable future.

2.3. Turnover

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services

rendered, net of discounts and Value Added Tax.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to

the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the

associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the

transactions can be measured reliably.

2.4. Intangible Fixed Assets and Amortisation - Other Intangible

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation

and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of

revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and

subsequent accumulated impairment losses.

Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they

arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the

cost or value can be measured reliably.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life

of that asset as follows:

Trademarks - 20% straight line

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an

intangible asset, the amortisation is revised prospectively to reflect the new estimates.

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OVERIZONE LIMITED

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.5. Tangible Fixed Assets and Depreciation

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and

impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of

revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive

income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously

recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in

other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in

respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity

in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful

economic life of that asset as follows:

Fixtures & Fittings	20% reducing balance
Computer Equipment	33% Straight line

2.6. Investment Properties

Investments in subsidiaries

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated

impairment losses.

Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

Investments in associates

Investments in associates accounted for in accordance with the cost model are recorded at cost less any accumulated

impairment losses.

Investments in associates accounted for in accordance with the fair value model are initially recorded at the

transaction price. At each reporting date, the investments are measured at fair value, with changes in fair value

recognised in other comprehensive income/profit or loss. Where it is impracticable to measure fair value reliably

without undue cost or effort, the cost model will be adopted.

Dividends and other distributions received from the investment are recognised as income without regard to whether

the distributions are from accumulated profits of the associate arising before or after the date of acquisition.

Investments in joint ventures

Investments in jointly controlled entities accounted for in accordance with the cost model are recorded at cost less

any accumulated impairment losses.

Investments in jointly controlled entities accounted for in accordance with the fair value model are initially recorded

at the transaction price. At each reporting date, the investments are measured at fair value, with changes in fair value

recognised in other comprehensive income/profit or loss. Where it is impracticable to measure fair value reliably

without undue cost or effort, the cost model will be adopted.

Dividends and other distributions received from the investment are recognised as income without regard to whether

the distributions are from accumulated profits of the joint venture arising before or after the date of acquisition.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being

estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is

impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual

asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The

cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that

largely independent of the cash inflows from other assets or groups of assets.

For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date,

allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination,

irrespective of whether other assets or liabilities of the company are assigned to those units.

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OVERIZONE LIMITED

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.7. Financial Instruments

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 entity after

deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt

instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in

the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss

account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then

this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to

equity.

2.8. Foreign Currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as

at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the

exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 1 (2023: 2)

4. Intangible Assets

	Other
	£
Cost
As at 1 January 2024	37,556

As at 31 December 2024	37,556

Amortisation
As at 1 January 2024	37,556

As at 31 December 2024	37,556

Net Book Value
As at 31 December 2024	-

As at 1 January 2024	-

5. Investments

	Other
	£
Cost
As at 1 January 2024	4,467
Additions	10,040
Disposals	(6,483 )
Revaluations	(4,075 )

As at 31 December 2024	3,949

Provision
As at 1 January 2024	-

As at 31 December 2024	-

Net Book Value
As at 31 December 2024	3,949

As at 1 January 2024	4,467

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OVERIZONE LIMITED

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

6. Debtors

	2024	2023
	£	£
Due within one year
Trade debtors	31,925	31,925
Other debtors	51,680	51,679
VAT	1,404	440
Amounts owed by group undertakings	342,768	337,679

	427,777	421,723

7. Creditors: Amounts Falling Due Within One Year

	2024	2023
	£	£
Trade creditors	403	316
Other creditors	33,182	18,461
Accruals and deferred income	4,000	14,900
Directors' loan accounts	328	328
Amounts owed to group undertakings	33,357	33,357

	71,270	67,362

8. Share Capital

	2024	2023
	£	£
Allotted, Called up and fully paid	160,703	160,703

9. Related Party Transactions

High Trade Assets Ltd is a company in which E Corti is the director.

Rich & Son 1 Ltd is a company in which E Corti is a director and the sole shareholder.

Standard Estate IT Company Ltd was dissolved in August 2024.

Real Freenance Ltd was dissolved in September 2022.

All Boys Ltd is a company in which E Corti is a director and Rich & Son 1 Ltd and M Pavarin are

shareholders.

Biz & Bit Ltd was dissolved in January 2024.

Rule 72 was dissolved in April 2025.

Sophisticated Investor Ltd was dissolved in January 2025.

At the year end, these companies owed Overizone Ltd the following balances:

High Trade Assets Ltd £287,979 (2023 £282,890).

BSM Refractory Ltd £9,874 (2023 £9,874).

All Boys Ltd £48,309 (2023 £48,309).

These balances are included in other debtors.

At the year end, these companies were owed by Overizone Ltd the following balances:

Biz & Bit Ltd £Nil (2022 £2,352).

Real Freenance Ltd £165 (2022 £945).

Rule 72 £17,024 (2022 £19,334).

...CONTINUED

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OVERIZONE LIMITED

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

9. Related Party Transactions - continued

These balances are included in other creditors.

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		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Investments	5		3,949		4,467

			3,949		4,467
CURRENT ASSETS
Debtors	6	427,777		421,723
Cash at bank and in hand		579		1,138

		428,356		422,861
Creditors: Amounts Falling Due Within One Year	7	(71,270 )		(67,362 )

NET CURRENT ASSETS (LIABILITIES)			357,086		355,499

TOTAL ASSETS LESS CURRENT LIABILITIES			361,035		359,966

NET ASSETS			361,035		359,966

CAPITAL AND RESERVES
Called up share capital	8		160,703		160,703
Share premium account			1,024,216		1,024,216
Profit and Loss Account			(823,884 )		(824,953 )

SHAREHOLDERS' FUNDS			361,035		359,966