Belle Newco Limited

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—6

1. General Information

Belle Newco Limited is a private company, limited by shares, incorporated in England & Wales, registered number 10816660 . The registered office is C/O Founders Factory Northcliffe House, Young Street, London, W8 5EH.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

2.2. Going Concern Disclosure

The company’s financial statements have been prepared on a going concern basis on the grounds that current and future sources of funding or support will be more than adequate for the company’s needs. In accessing going concern, the directors have prepared cash flow forecasts covering a period of at least 3 years from the date of signing. These forecasts include a growth in revenue and a reduction of operating costs achieved through reviewing and restructuring costs.

Based on the forecasts the directors have a reasonable expectation that the company will continue as a going concern and is able to meet all of its obligations as they fall due for a minimum of 12 months from the date of approval of these financial statements. The financial statements do not include any adjustments that may arise from any significant changes in the assumptions used in preparing the forecasts.

2.3. Turnover

Revenue is recognised to the extent there is probable economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue from a contract to provide services is recognised in the period in which the services are provided.

2.4. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Computer Equipment

3 years on a straight line basis

The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Repairs and maintenance costs are charged to profit or loss during the period in which they are incurred.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined, which is the higher of its fair value less costs to sell and its value in use. Any impairment loss is recognised immediately as an expense within the profit or loss.

2.5. Leasing and Hire Purchase Contracts

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to profit and loss account as incurred.

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Belle Newco Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 June 2025

2.6. Financial Instruments

Trade and other debtors / creditors

Trade and other debtors are recognised initially at transaction prices less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

Impairment of financial assets

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found an impairment loss is recognised within profit or loss.

For financial assets that are measured at amortised cost, the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated cash flows discounted at the asset’s original effective interest rate.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset’s carrying amount and the best estimate of the amount that the company would receive for the asset if it were to be sold at the balance sheet date.

2.7. Foreign Currencies

Monetary 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 ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.8. Taxation

Income tax expense represents the tax currently payable.

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

Current tax for the year is recognised in profit or loss.

2.9. Pensions

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions in a separate entity. Once the contributions have been paid the company has no further payment obligations. The contributions are recognised as an expense in profit or loss in the periods during which services are rendered by employees.

2.10. Share Based Payments

The grant date fair value of share-based payments awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period in which the employees become unconditionally entitled to the awards. The fair value of the awards granted is measured using an option valuation model, taking in to account the terms and conditions upon which the awards were granted. The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do not meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

2.11. Grant income

Grant are recognised in the profit and loss account in an appropriate manner that matches them with the expenditure towards which they are intended to contribute.

Grants for immediate financial support or to cover costs already incurred are recognised immediately in the profit and loss account. Grants towards general activities of the entity over a specific period are recognised in the profit and loss account over that period.

Grants towards fixed assets are recognised over the expected useful lives of the related assets and are treated as deferred income and released to the profit and loss account over the useful life of the asset concerned.

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Belle Newco Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 June 2025

2.12. Employee Benefits Trust

In accordance with FRS102, the net assets represented by the contributions made by the company to the trustees of the Belle Newco Limited Employee Benefit Trust, are to be consolidated with those of the company until the shares held by the Trust are allocated unconditionally to employees or former employees of the company. As a consequence, shares in Belle Newco Limited which are held by the Trust are included as an Employee Benefit Trust Reserve in these accounts, and contributions to the Trust are not charged to the profit and loss account until the shares are vested in employees or former employees. Expenses of the Trust are charged to the profit and loss account as they are incurred.

3. Average Number of Employees

Average number of employees during the year was 24 (2024: 24)

4. Tangible Assets

	Computer Equipment
	£
Cost
As at 1 July 2024	67,516
Additions	6,111
Disposals	(6,963 )

As at 30 June 2025	66,664

Depreciation
As at 1 July 2024	60,477
Provided during the period	4,802
Disposals	(5,951 )

As at 30 June 2025	59,328

Net Book Value
As at 30 June 2025	7,336

As at 1 July 2024	7,039

5. Debtors

	2025	2024
	£	£
Due within one year
Trade debtors	653	653
Other debtors	112,929	190,857

	113,582	191,510

6. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	180,824	255,623
Other creditors	116,321	110,450
Taxation and social security	608,629	416,611

	905,774	782,684

The company operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the company in an independently administered fund. At the balance sheet date unpaid contributions of £4,664 (2024: £4,513) were due to the fund. They are included in other creditors.

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Belle Newco Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 June 2025

7. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	506	455

8. Other Commitments

The total of future minimum lease payments under non-cancellable operating leases are as following:

	2025	2024
	£	£
Not later than one year	13,950	9,112

	13,950	9,112

9. Share Based Payments Charges

The company operates two equity based share option schemes (EMI and an unapproved scheme) to certain employees and contractors which provide additional remuneration for those who are key to the company. The options expire ten years after the date of the grant. Employees are not entitled to dividends until the shares are exercised. All options granted have performance conditions relating to the relevant employee remaining in the employment of the company at exercise.

A reconciliation of share option movements during the year ended 30 June 2025 is shown below:

Number of options - weighted average exercise price

Outstanding at 01 July 2024: 2,274,625 - £0.43

Granted during the year: 799,797 - £0.00

Surrendered during the year: 1,270,825 - £0.70

Outstanding as at 30 June 2025: 1,803,597 - £0.05

The company is unable to directly measure the fair value of the share options. Instead the fair value of the share options granted during the year is determined using the Black-Scholes model. The model is internationally recognised as being appropriate to value share option schemes similar to that of the company.

Equity settled schemes - charges arising: £2,135,903 (2024: £2,870,653)

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		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	4		7,336		7,039

			7,336		7,039
CURRENT ASSETS
Debtors	5	113,582		191,510
Cash at bank and in hand		212,787		202,651

		326,369		394,161
Creditors: Amounts Falling Due Within One Year	6	(905,774 )		(782,684 )

NET CURRENT ASSETS (LIABILITIES)			(579,405 )		(388,523 )

TOTAL ASSETS LESS CURRENT LIABILITIES			(572,069 )		(381,484 )

NET LIABILITIES			(572,069 )		(381,484 )

CAPITAL AND RESERVES
Called up share capital	7		506		455
Share premium account			6,505,114		6,505,114
Other Reserves			2,700,157		2,870,653
Advance Share Subscriptions			340,000		-
Profit and Loss Account			(10,117,846 )		(9,757,706 )

SHAREHOLDERS' FUNDS			(572,069)		(381,484)