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REGISTERED NUMBER: 05488705 (England and Wales)

Financial Statements for the Year Ended 30 June 2025

for

Codebrand Limited

Codebrand Limited (Registered number: 05488705)

Contents of the Financial Statements

for the Year Ended 30 June 2025

Page |

Company Information | 1 |

Balance Sheet | 2 |

Notes to the Financial Statements | 4 |

Codebrand Limited

Company Information

for the Year Ended 30 June 2025

| DIRECTOR: | G R Ziser

| REGISTERED OFFICE: | 1st Floor, 9 Hampstead West

| 224 Iverson Road

| West Hampstead

| London

| NW6 2HL

| REGISTERED NUMBER: | 05488705 (England and Wales)

| ACCOUNTANTS: | Newmans

| Chartered Certified Accountants

| DVS House

| Suite 1, First Floor

| 4 Spring Villa Road

| Edgware

| Middlesex

| HA8 7EB

Codebrand Limited (Registered number: 05488705)

Balance Sheet

30 June 2025

| 30.6.25 | 30.6.24 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Investments | 4 | 1,000 |  | 1,000 |  |

Investment property | 5 | 2,870,575 |  | 3,485,000 |  |

2,871,575 |  | 3,486,000 |  |

CURRENT ASSETS

Debtors | 6 | 1,891,069 |  | 1,795,015 |  |

Cash at bank | 22,781 |  | 46,965 |  |

1,913,850 |  | 1,841,980 |  |

CREDITORS

Amounts falling due within one year | 7 | 48,652 |  | 2,011,127 |  |

NET CURRENT ASSETS/(LIABILITIES) | 1,865,198 |  | (169,147 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 4,736,773 |  | 3,316,853 |  |

CREDITORS

Amounts falling due after more than one year | 8 | (2,152,500 | ) | - |  |

PROVISIONS FOR LIABILITIES | 10 | (279,659 | ) | (470,189 | ) |

NET ASSETS | 2,304,614 |  | 2,846,664 |  |

CAPITAL AND RESERVES

Called up share capital | 1 |  | 1 |  |

Revaluation reserve | 11 | 2,472,028 |  | 2,896,498 |  |

Retained earnings | 11 | (167,415 | ) | (49,835 | ) |

SHAREHOLDERS' FUNDS | 2,304,614 |  | 2,846,664 |  |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 June 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 30 June 2025 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his 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.

Codebrand Limited (Registered number: 05488705)

Balance Sheet - continued

30 June 2025

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 4 December 2025 and were signed by:

G R Ziser - Director

Codebrand Limited (Registered number: 05488705)

Notes to the Financial Statements

for the Year Ended 30 June 2025

1. | STATUTORY INFORMATION

| Codebrand 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 as modified by the revaluation of certain assets.

| Turnover

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

| Investments in subsidiaries

| Investments in subsidiary undertakings are recognised at cost.

| Investment property

| Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

| 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.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 1 (2024 - 1 ) .

Codebrand Limited (Registered number: 05488705)

Notes to the Financial Statements - continued

for the Year Ended 30 June 2025

4. | FIXED ASSET INVESTMENTS

| Shares in

| group

| undertakings

£ |

| COST

| At 1 July 2024

| and 30 June 2025 | 1,000 |  |

| NET BOOK VALUE

| At 30 June 2025 | 1,000 |  |

| At 30 June 2024 | 1,000 |  |

5. | INVESTMENT PROPERTY

| Total

£ |

| FAIR VALUE

| At 1 July 2024 | 3,485,000 |  |

| Additions | 575 |  |

| Revaluations | (615,000 | ) |

| At 30 June 2025 | 2,870,575 |  |

| NET BOOK VALUE

| At 30 June 2025 | 2,870,575 |  |

| At 30 June 2024 | 3,485,000 |  |

| Fair value at 30 June 2025 is represented by:

£ |

| Valuation in 2021 | 2,928,343 |  |

| Valuation in 2023 | 100,000 |  |

| Valuation in 2023 | (131,845 | ) |

| Valuation in 2024 | (424,470 | ) |

| Cost | 398,547 |  |

2,870,575 |  |

| The investment property was valued on an existing use open market value basis by Colliers International, chartered surveyors on 20 December 2024. In the opinion of the director the market value of the property at the balance sheet date is represented by the net book value above.

Codebrand Limited (Registered number: 05488705)

Notes to the Financial Statements - continued

for the Year Ended 30 June 2025

6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 30.6.25 |  | 30.6.24

£ | £ |

| Trade debtors | 2,735 |  | 3,523 |  |

| Amounts owed by group undertakings | 869,407 |  | 734,758 |  |

| Amounts owed by associates | 979,329 |  | 1,025,660 |  |

| Prepayments | 39,598 |  | 31,074 |  |

1,891,069 |  | 1,795,015 |  |

7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 30.6.25 |  | 30.6.24

£ | £ |

| Bank loans and overdrafts (see note 9) | - |  | 1,826,000 |  |

| Trade creditors | 6,908 |  | 14,747 |  |

| Amounts owed to group undertakings | - |  | 107,253 |  |

| Other creditors | 13,520 |  | 12,520 |  |

| Accrued expenses | 28,224 |  | 50,607 |  |

48,652 |  | 2,011,127 |  |

8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| 30.6.25 |  | 30.6.24

£ | £ |

| Bank loans (see note 9) | 2,152,500 |  | - |  |

| The bank loan is secured by a fixed and floating charge and negative pledge over the investment property.

9. | LOANS

| An analysis of the maturity of loans is given below:

| 30.6.25 |  | 30.6.24

£ | £ |

| Amounts falling due within one year or on demand:

| Bank loans | - |  | 1,826,000 |  |

| Amounts falling due between one and two years:

| Bank loans - 1-2 years | 2,152,500 |  | - |  |

Codebrand Limited (Registered number: 05488705)

Notes to the Financial Statements - continued

for the Year Ended 30 June 2025

10. | PROVISIONS FOR LIABILITIES

| 30.6.25 |  | 30.6.24

£ | £ |

| Deferred tax

| Other timing differences | 470,189 |  | - |  |

| Deferred tax | (190,530 | ) | 470,189 |  |

279,659 |  | 470,189 |  |

| Deferred |

| tax |

£ |

| Balance at 1 July 2024 | 470,189 |  |

| Provided during year | (190,530 | ) |

| Balance at 30 June 2025 | 279,659 |  |

11. | RESERVES

| Retained |  | Revaluation |

| earnings |  | reserve |  | Totals

£ | £ | £ |

| At 1 July 2024 | (49,835 | ) | 2,896,498 |  | 2,846,663 |  |

| Deficit for the year | (117,580 | ) | (117,580 | ) |

| Revaluation investment property | - |  | (615,000 | ) | (615,000 | ) |

| Deferred tax | - |  | 190,530 |  | 190,530 |  |

| At 30 June 2025 | (167,415 | ) | 2,472,028 |  | 2,304,613 |  |

12. | CONTINGENT LIABILITIES

| The company is a party to a joint bank loan facility agreement with related companies. As part of this agreement, the company has provided its freehold property and other assets as security to the bank. As at 30 June 2025, the contingent liability arising from the sum due to related companies to the bank amounted to £73,245,000 (2024 - £8,300,000).