Company No: 06519800 (England and Wales)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	2025		2024
		£		£
Fixed assets
Tangible assets	3	1,519		2,025
Investment property	4	791,627		791,627
Investments	5	207,353		167,653
		1,000,499		961,305
Current assets
Debtors	6	2,392,566		2,289,636
Cash at bank and in hand		1,996		742
		2,394,562		2,290,378
Creditors: amounts falling due within one year	7	( 2,725,268)		( 2,817,461)
Net current liabilities		(330,706)		(527,083)
Total assets less current liabilities		669,793		434,222
Creditors: amounts falling due after more than one year	8	( 631,813)		( 373,013)
Provision for liabilities		( 26,644)		( 26,771)
Net assets		11,336		34,438
Capital and reserves
Called-up share capital	9	112		112
Fair value reserve		78,793		78,793
Profit and loss account		( 67,569 )		( 44,467 )
Total shareholder's funds		11,336		34,438

For the financial year ending 31 July 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The member has not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Income and Retained Earnings has not been delivered.

The financial statements of Brand Division Limited (registered number: 06519800) were approved and authorised for issue by the Board of Directors on 28 April 2026. They were signed on its behalf by:

Miles Alan Lovegrove Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Brand Division Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is C/O Fluid Branding - Unit 31, Esam Carluddon Technology Park, Carluddon, St. Austell, PL26 8WE, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Turnover

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where a contract has only been partially completed at the Balance Sheet date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the Balance Sheet date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on tax rates and laws substantively enacted at the balance sheet date. Deferred tax assets and liabilities are not discounted.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Vehicles	25 % reducing balance
Fixtures and fittings	5 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

Investment property

Investment property is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at each reporting date with changes in fair value recognised in profit or loss. Deferred taxation is provided on these gains at the rate expected to apply when the property is sold.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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 Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets receivable within one year, such as trade debtors and bank balances, are measured at transaction price less any impairment.

Basic financial assets receivable within more than one year are measured at amortised cost less any impairment.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities that have no stated interest rate and are payable within one year, such as trade creditors, are measured at transaction price.

Other basic financial liabilities are measured at amortised cost.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

2. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	0		0

3. Tangible assets

	Vehicles		Fixtures and fittings		Total
	£		£		£
Cost
At 01 August 2024	4,800		28,373		33,173
At 31 July 2025	4,800		28,373		33,173
Accumulated depreciation
At 01 August 2024	2,775		28,373		31,148
Charge for the financial year	506		0		506
At 31 July 2025	3,281		28,373		31,654
Net book value
At 31 July 2025	1,519		0		1,519
At 31 July 2024	2,025		0		2,025

4. Investment property

	Investment property
	£
Valuation
As at 01 August 2024	791,627
As at 31 July 2025	791,627

Investment properties are deemed to be valued at fair value by the directors.

5. Fixed asset investments

Investments in subsidiaries

	2025
	£
Cost
At 01 August 2024	167,653
Additions	39,700
At 31 July 2025	207,353
Carrying value at 31 July 2025	207,353
Carrying value at 31 July 2024	167,653

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are shown below.

Investments in shares

Name of entity	Registered office	Principal activity	Class of shares	Ownership 31.07.2025	Ownership 31.07.2024	Held
PVM Property Limited	ESAM, Carluddon Technology Park, St Austell, England	Property development	Ordinary	67.14%	67.14%	Direct
Ethical Energy Developments Limited	ESAM, Carluddon Technology Park, St Austell, England	Renewable energy	Ordinary	50.00%	50.00%	Direct

6. Debtors

	2025		2024
	£		£
Amounts owed by Group undertakings	270		170
Amounts owed by related parties	1,885,715		1,824,076
Other debtors	506,581		465,390
	2,392,566		2,289,636

7. Creditors: amounts falling due within one year

	2025		2024
	£		£
Bank loans	0		136,209
Trade creditors	1,663		360
Amounts owed to related parties	2,719,355		2,647,679
Taxation and social security	0		29,096
Other creditors	4,250		4,117
	2,725,268		2,817,461

8. Creditors: amounts falling due after more than one year

	2025		2024
	£		£
Bank loans (secured)	631,813		373,013

The bank loans are secured on freehold properties of the Company. The carrying value of the properties at the year end were £791,627 (2024: £791,627).

The Handelsbanken loan is denominated in £ sterling with a nominal interest rate of 2.88% over base rate. The final instalment was paid on 23 December 2024. The carrying amount at the year end is £nil (2024 - £136,000).

The Landbay loans are denominated in £ sterling with a nominal interest rate of 3.65%. These loans are interest only and the final payment is due on 26 March 2041. The carrying amount at the year end is £373,000 (2024 - £373,000).

The Paragon loan is denominated in £ sterling with a nominal interest rate of 5.69% .This loan is interest only and the final payment is due on 01 July 2045. The carrying amount at the year end is £258,800 (2024 - £nil).

9. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
112 Ordinary A shares of £ 1.00 each	112		112

10. Related party transactions

Transactions with entities in which the entity itself has a participating interest

	2025		2024
	£		£
At start of period	1,824,076		3,034,510
Advanced	104,500		497,500
Repaid	(24,500)		(797,872)
Interest	0		(161)
Written off	(18,361)		(909,901)
Balance carried forward	1,885,715		1,824,076

The loans bear interest at a rate of approximately 3.48% per annum and are repayable on demand. They are included within debtors due within 1 year . Included within the balance above is a write off of £18,361. This balance relates to Upbeat Spirits, a related party, and has been confirmed at the year end that this balance will not be paid. In addition to the above the company purchased services of £2,254 (2024 - £1,425 ) from a company in which Brand Division Limited has a participating interest. At the year end Brand Division Limited owed this company £621 (2024 - nil) relating to these services.

Other related party transactions

	2025		2024
	£		£
At start of period	(2,647,679)		(2,345,911)
Advanced	(251,408)		(540,800)
Repaid	200,000		315,000
Interest	(20,269)		(75,968)
Written off	0		0
Balance carried forward	(2,719,355)		(2,647,679)

The loans bear interest at a rate of approximately 3.48% per annum and are repayable on demand. They are included within creditors due within 1 year. In addition to the above the company purchased services of £nil (2024- £900) from an other related party. At the year end Brand Division Limited owed this company £nil (2024 - £Nil) relating to these services.