Company registration number 10355366 (England and Wales)
CODA (WENLOCK) LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
CODA (WENLOCK) LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
CODA (WENLOCK) LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investment property
4
3,900,000
5,200,000
Current assets
Debtors
5
14,698
280,559
Cash at bank and in hand
58,743
68,252
73,441
348,811
Creditors: amounts falling due within one year
6
(3,611,662)
(3,879,758)
Net current liabilities
(3,538,221)
(3,530,947)
Total assets less current liabilities
361,779
1,669,053
Creditors: amounts falling due after more than one year
7
(2,545,200)
(2,787,600)
Net liabilities
(2,183,421)
(1,118,547)
Capital and reserves
Called up share capital
9
1
1
Non-distributable reserve
10
(3,306,392)
(2,006,392)
Distributable profit and loss reserves
1,122,970
887,844
Total equity
(2,183,421)
(1,118,547)

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 10 July 2026 and are signed on its behalf by:
Mr David Hallybone
Director
Company registration number 10355366 (England and Wales)
CODA (WENLOCK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Share capital
Non-distri-butable profits
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2024
1
(1,631,392)
754,110
(877,281)
Year ended 31 December 2024:
Loss and total comprehensive income
-
(375,000)
133,734
(241,266)
Balance at 31 December 2024
1
(2,006,392)
887,844
(1,118,547)
Year ended 31 December 2025:
Loss and total comprehensive income
-
(1,300,000)
235,126
(1,064,874)
Balance at 31 December 2025
1
(3,306,392)
1,122,970
(2,183,421)
CODA (WENLOCK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
1
Accounting policies
Company information

Coda (Wenlock) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 71-91 7th Floor Aldwych House, Aldwych, London, United Kingdom, WC2B 4HN.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

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 financial instruments at fair value. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

1.2
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, having received reassurance from the direct parent, The.Team: SME Music Limited, that they will not seek repayment of the amount due to them, where funds are not available. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value a t the reporting end date. Changes in fair value are recognised in profit or loss.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

CODA (WENLOCK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

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.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes 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 reporting end date.

CODA (WENLOCK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.8
Leases
As lessor

When the company acts as a lessor, a lease is classified as a finance lease whenever it transfers substantially all the risks and rewards of ownership of the underlying asset to the lessee, either at the end of the lease term or for the major part of the economic life of the asset. All other leases are classified as operating leases. If an arrangement contains both lease and non-lease components, the company allocates the consideration in the contract to the two elements.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

In preparing these financial statements, the directors have had to make the following judgements:

Leases

In these accounts the directors have been required to assess whether leases entered into by the company either as a lessor or a lessee are operating leases or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.

CODA (WENLOCK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 6 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Investment property

Investment properties are valued annually on a fair value basis with reference to market conditions at the reporting date. There is an inevitable degree of judgement involved given that the property is unique and the value can only ultimately be reliably tested in the market itself.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
6
6
4
Investment property
2025
£
Fair value
At 1 January 2025
5,200,000
Revaluations
(1,300,000)
At 31 December 2025
3,900,000

Investment property comprises all directly attributable costs incurred in connection with acquisition and subsequent fit-out of the freehold property, 1 Wenlock Road. The fair value of the investment property has been arrived at on the basis of a valuation carried out at by the directors at 31 December 202 5. This is supported by the assessment of the property's value carried out by Colliers International Property Consultants Limited in January 2026 Colliers International Property Consultants Limited are not connected with the company. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.

5
Debtors
2025
2024
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
-
0
258,660
Other debtors
14,698
21,899
14,698
280,559
CODA (WENLOCK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
6
Creditors: amounts falling due within one year
2025
2024
£
£
Bank loans
8
242,400
242,400
Trade creditors
600
-
0
Amounts owed to group undertakings
3,245,809
3,438,817
Corporation tax
68,251
12,438
Other taxation and social security
21,550
43,300
Deferred income
-
0
108,250
Other creditors
26,977
26,977
Accruals
6,075
7,576
3,611,662
3,879,758

Bank loans are secured by fixed charges over the company's investment property.

7
Creditors: amounts falling due after more than one year
2025
2024
£
£
Bank loans and overdrafts
2,545,200
2,787,600
Creditors which fall due after five years are payable as follows:
Payable by instalments
-
1,818,000
8
Loans and overdrafts
2025
2024
£
£
Bank loans
2,787,600
3,030,000
Payable within one year
242,400
242,400
Payable after one year
2,545,200
2,787,600

The long-term loans are secured by fixed charges over all freehold and leasehold property charged to the Company including all fixtures and fittings attached to any freehold and leasehold property of the Company.

9
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1
CODA (WENLOCK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
10
Non-distributable reserve
2025
2024
£
£
At the beginning of the year
(2,006,392)
(1,631,392)
Movement in non-distributable reserve in the period
(1,300,000)
(375,000)
At the end of the year
(3,306,392)
(2,006,392)
11
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Senior Statutory Auditor:
Austin Jacobs
Statutory Auditor:
Prager Metis LLP
Date of audit report:
10 July 2026
12
Events after the reporting date

As of the date of the audit report, the investment property held by the company has been marketed for £3.5million.

As the sale price is not known at this time, an estimate of the financial effect of this reduction cannot be reasonably made.

13
Related party transactions

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 between group companies where the subsidiary is wholly owned within the group.

CODA (WENLOCK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
14
Parent company

The.Team: SME Music Limited is the parent company for the current and preceding year due to its shareholding in the company. The.Team: SME Music Limited prepares consolidated financial statements and is both the largest and smallest group which Coda (Wenlock) Limited is consolidated into. The consolidated financial statements may be obtained from their registered office at 71-91 7th Floor Aldwych House, Aldwych, London, England, WC2B 4HN.

The.Team: SME, LLC, a company registered in the United States of America, is the ultimate parent company.

As at the date of signature, the directors do not consider the company to have an ultimate controlling individual due to the previous ultimate controlling individual being in the process of selling his shareholding in the company.

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