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REGISTERED NUMBER: 07223772 (England and Wales)

| Unaudited Financial Statements |

| for the Year Ended 30 May 2025 |

| for |

| Kuckoo Brands Ltd |

| Kuckoo Brands Ltd (Registered number: 07223772) |

Contents of the Financial Statements

for the Year Ended 30 May 2025

Page |

| Company Information | 1 |

| Statement of Financial Position | 2 |

| Notes to the Financial Statements | 4 |

| Kuckoo Brands Ltd |

Company Information

for the Year Ended 30 May 2025

| DIRECTORS: | Mr R A Powell

| Mr R De Araujo

| Mrs J Osborn

| REGISTERED OFFICE: | 16 - 17 Fox Street

| Preston

| Lancashire

| PR1 2AB

| REGISTERED NUMBER: | 07223772 (England and Wales)

| ACCOUNTANTS: | McDade Roberts Accountants Limited

| Chartered Accountants

| 316 Blackpool Road

| Fulwood

| Preston

| Lancashire

| PR2 3AE

| Kuckoo Brands Ltd (Registered number: 07223772) |

Statement of Financial Position

30 May 2025

| 30.5.25 | 30.5.24 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 4 | - |  | - |  |

Tangible assets | 5 | 72,415 |  | 237 |  |

Investments | 6 | 203,990 |  | 203,990 |  |

276,405 |  | 204,227 |  |

CURRENT ASSETS

Debtors | 7 | 681,363 |  | 364,556 |  |

Cash at bank and in hand | 918 |  | 1,235 |  |

682,281 |  | 365,791 |  |

CREDITORS

Amounts falling due within one year | 8 | 277,112 |  | 222,037 |  |

NET CURRENT ASSETS | 405,169 |  | 143,754 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 681,574 |  | 347,981 |  |

CREDITORS

Amounts falling due after more than one year | 9 | (671,803 | ) | (415,168 | ) |

PROVISIONS FOR LIABILITIES | (488 | ) | - |  |

NET ASSETS/(LIABILITIES) | 9,283 |  | (67,187 | ) |

CAPITAL AND RESERVES

Called up share capital | 104 |  | 104 |  |

Capital redemption reserve | 3 |  | 3 |  |

CVA Reserve | 21,489 |  | - |  |

Retained earnings | (12,313 | ) | (67,294 | ) |

SHAREHOLDERS' FUNDS | 9,283 |  | (67,187 | ) |

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

The members have not required the company to obtain an audit of its financial statements for the year ended 30 May 2025 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.

| Kuckoo Brands Ltd (Registered number: 07223772) |

Statement of Financial Position - continued

30 May 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 Board of Directors and authorised for issue on 22 December 2025 and were signed on its behalf by:

Mr R A Powell - Director

| Kuckoo Brands Ltd (Registered number: 07223772) |

Notes to the Financial Statements

for the Year Ended 30 May 2025

1. | STATUTORY INFORMATION

| Kuckoo Brands Ltd 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.

| Going concern

| The financial statements have been prepared on a going concern basis.

| During the year the Company experienced financial difficulties arising from reduced trading within the group. As a result, on 17 April 2025 the Company entered into a Company Voluntary Arrangement ("CVA"), which was approved by the required majority of creditors.

| Under the terms of the CVA, certain unsecured creditor balances have been compromised and are being settled in accordance with an agreed payment schedule. The directors have prepared cash flow forecasts for a period of at least twelve months from the date of approval of these financial statements, which indicate that the Company is able to meet its obligations as they fall due, including the payments required under the CVA.

| After making appropriate enquiries and considering the successful implementation of the CVA, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements continue to be prepared on a going concern basis.

| Preparation of consolidated financial statements

| The financial statements contain information about Kuckoo Brands Ltd 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.

| Turnover

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

| Turnover includes administration and other recharges, marketing levies and bank facility charges raised to the trading subsidiaries. The turnover is reflective of the period the work was carried out.

| Turnover also includes retrospective discounts due to the company in respect of purchase agreements made with suppliers. Income is reflective of when the amounts fall due.

| Trade marks

| Trade marks are capitalised in the company as they are acquired. They are them written off over their estimated useful life of 5 years.

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

| Bar Equipment | - | 10% on cost

| Fixtures and fittings | - | 10% on cost

| Computer equipment | - | 33.33% on cost

| Kuckoo Brands Ltd (Registered number: 07223772) |

Notes to the Financial Statements - continued

for the Year Ended 30 May 2025

2. | ACCOUNTING POLICIES - continued

| Investments in subsidiaries

| Investments in subsidiary undertakings are recognised at cost.

| 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 statement of financial position date.

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

| Hire purchase and leasing commitments

| Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

| The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

| Pension costs and other post-retirement benefits

| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 8 (2024 - 9 ) .

| Kuckoo Brands Ltd (Registered number: 07223772) |

Notes to the Financial Statements - continued

for the Year Ended 30 May 2025

4. | INTANGIBLE FIXED ASSETS

| Other

| intangible

| assets

£ |

| COST

| At 31 May 2024

| and 30 May 2025 | 1,983 |  |

| AMORTISATION

| At 31 May 2024

| and 30 May 2025 | 1,983 |  |

| NET BOOK VALUE

| At 30 May 2025 | - |  |

| At 30 May 2024 | - |  |

5. | TANGIBLE FIXED ASSETS

| Fixtures |

| Bar |  | and |  | Computer |

| Equipment |  | fittings |  | equipment |  | Totals

£ | £ | £ | £ |

| COST

| At 31 May 2024 | 475 |  | - |  | 18,870 |  | 19,345 |  |

| Additions | 13,395 |  | 71,451 |  | 208 |  | 85,054 |  |

| At 30 May 2025 | 13,870 |  | 71,451 |  | 19,078 |  | 104,399 |  |

| DEPRECIATION

| At 31 May 2024 | 238 |  | - |  | 18,870 |  | 19,108 |  |

| Charge for year | 1,953 |  | 10,854 |  | 69 |  | 12,876 |  |

| At 30 May 2025 | 2,191 |  | 10,854 |  | 18,939 |  | 31,984 |  |

| NET BOOK VALUE

| At 30 May 2025 | 11,679 |  | 60,597 |  | 139 |  | 72,415 |  |

| At 30 May 2024 | 237 |  | - |  | - |  | 237 |  |

| Kuckoo Brands Ltd (Registered number: 07223772) |

Notes to the Financial Statements - continued

for the Year Ended 30 May 2025

5. | TANGIBLE FIXED ASSETS - continued

| Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

| Fixtures |

| Bar |  | and |

| Equipment |  | fittings |  | Totals

£ | £ | £ |

| COST

| Additions | 10,908 |  | 71,451 |  | 82,359 |  |

| At 30 May 2025 | 10,908 |  | 71,451 |  | 82,359 |  |

| DEPRECIATION

| Charge for year | 1,091 |  | 10,854 |  | 11,945 |  |

| At 30 May 2025 | 1,091 |  | 10,854 |  | 11,945 |  |

| NET BOOK VALUE

| At 30 May 2025 | 9,817 |  | 60,597 |  | 70,414 |  |

6. | FIXED ASSET INVESTMENTS

| Shares in

| group

| undertakings

£ |

| COST

| At 31 May 2024

| and 30 May 2025 | 203,990 |  |

| NET BOOK VALUE

| At 30 May 2025 | 203,990 |  |

| At 30 May 2024 | 203,990 |  |

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

| 30.5.25 |  | 30.5.24

£ | £ |

| Trade debtors | 1,308 |  | 1,512 |  |

| Other debtors | 680,055 |  | 363,044 |  |

681,363 |  | 364,556 |  |

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

| 30.5.25 |  | 30.5.24

£ | £ |

| Bank loans and overdrafts | 14,558 |  | - |  |

| Hire purchase contracts (see note 10) | 17,544 |  | 20,271 |  |

| Trade creditors | 17,061 |  | 21,764 |  |

| Taxation and social security | 52,178 |  | 60,344 |  |

| Other creditors | 175,771 |  | 119,658 |  |

277,112 |  | 222,037 |  |

| Kuckoo Brands Ltd (Registered number: 07223772) |

Notes to the Financial Statements - continued

for the Year Ended 30 May 2025

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

| 30.5.25 |  | 30.5.24

£ | £ |

| Hire purchase contracts (see note 10) | 34,339 |  | 51,883 |  |

| Other creditors | 637,464 |  | 363,285 |  |

671,803 |  | 415,168 |  |

| Amounts falling due in more than five years:

| Repayable by instalments

| Loan Notes | 202,750 |  | 202,750 |  |

| Loan Note Interest | 69,445 |  | 59,292 |  |

272,195 |  | 262,042 |  |

| Company Voluntary Arrangement

| On 17 April 2025 the Company entered into a Company Voluntary Arrangement ("CVA") with its unsecured creditors. In accordance with the terms of the CVA, certain creditor balances have been compromised and are repayable over the period of the arrangement.

| At the balance sheet date, trade, HMRC and other creditors include amounts subject to the CVA, measured at the amounts expected to be settled under the terms of the arrangement.

10. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

| Hire purchase |

| contracts |

| 30.5.25 |  | 30.5.24 |

£ | £ |

| Net obligations repayable:

| Within one year | 17,544 |  | 20,271 |  |

| Between one and five years | 34,339 |  | 51,883 |  |

51,883 |  | 72,154 |  |

| Non-cancellable |

| operating leases |

| 30.5.25 |  | 30.5.24

£ | £ |

| Within one year | 26,881 |  | 31,881 |  |

| Between one and five years | 15,681 |  | 42,562 |  |

42,562 |  | 74,443 |  |

| Kuckoo Brands Ltd (Registered number: 07223772) |

Notes to the Financial Statements - continued

for the Year Ended 30 May 2025

11. | SECURED DEBTS

| The following secured debts are included within creditors:

| 30.5.25 |  | 30.5.24

£ | £ |

| Hire purchase contracts | 51,883 |  | 72,154 |  |

| The Finance Leases are secured over the asset they relate to.

12. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

| The following advances and credits to a director subsisted during the year ended 30 May 2025 and the period ended 30 May 2024:

| 30.5.25 |  | 30.5.24

£ | £ |

| Mr R A Powell

| Balance outstanding at start of year | 10,406 |  | 11,694 |  |

| Amounts advanced | 15,878 |  | 3,294 |  |

| Amounts repaid | (3,329 | ) | (4,582 | ) |

| Amounts written off | - |  | - |  |

| Amounts waived | - |  | - |  |

| Balance outstanding at end of year | 22,955 |  | 10,406 |  |

13. | RELATED PARTY DISCLOSURES

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| At the year end date the company had a loans outstanding of £81,345 to a partnership with common control.This loan is interest free and repayable on demand.

| Also at the year end date the company owed loans and loan notes of £312,522 to individuals with a shareholder interest and their associated companies on arms length commercial terms. The interest charged for the year was £18,281.

14. | ULTIMATE CONTROLLING PARTY

| The controlling party is Kuckoo Holdings Limited.