Company No: 15095779 (England and Wales)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	31.10.2025		31.05.2024
		£		£
Fixed assets
Investments	3	301		0
		301		0
Current assets
Debtors	4	12,538,261		0
Cash at bank and in hand		3,446		100
		12,541,707		100
Creditors: amounts falling due within one year	5	( 1,222,840)		0
Net current assets		11,318,867		100
Total assets less current liabilities		11,319,168		100
Net assets		11,319,168		100
Capital and reserves
Called-up share capital	6	1,600		100
Profit and loss account		11,317,568		0
Total shareholders' funds		11,319,168		100

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

Director's responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial period in accordance with section 476;
• The director acknowledges 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 Profit and Loss Account has not been delivered.

The financial statements of Code Concepts Group Limited (registered number: 15095779) were approved and authorised for issue by the Director on 21 July 2026. They were signed on its behalf by:

A Landsburgh Director

1. Accounting policies

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

General information and basis of accounting

Code Concepts Group 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 Johnston Carmichael Birchin Court, 20 Birchin Lane, London, EC3V 9DU, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include 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 director has assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The director has 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.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Reporting period length

The reporting period covers 17 months to 31 October 2025 and therefore is not wholly comparable to the prior 9 month period.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Dividend income

Dividend income from investments is recognised when the shareholders' rights to receive payment have been established (provided that it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably).

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 current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

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.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

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, 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.

Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group companies 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 payments 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. Amounts 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.

Ordinary share capital

The ordinary share capital of the Company is presented as equity.

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

	Period from 01.06.2024 to 31.10.2025		Period from 25.08.2023 to 31.05.2024
	Number		Number
Monthly average number of persons employed by the Company during the period, including the director	1		1

3. Fixed asset investments

Investments in subsidiaries

	31.10.2025
	£
Cost
At 01 June 2024	0
Additions	301
At 31 October 2025	301
Carrying value at 31 October 2025	301
Carrying value at 31 May 2024	0

Investments in shares

Name of entity	Registered office	Principal activity	Class of shares	Ownership 31.10.2025
Code (St. Paul's) Limited	C/O Johnston Carmichael Birchin Court, 20 Birchin Lane, London, England, EC3V 9DU	Hotels and similar accommodation	Ordinary	100.00%
1A PSQ Ltd	Bearford House, 39 Hanover Street, Edinburgh, Scotland, EH2 2PJ	Hotels and similar accommodation	Ordinary	100.00%
Code Pod Management Limited	C/O Johnston Carmichael Birchin Court, 20 Birchin Lane, London, England, EC3V 9DU	Hotels and similar accommodation	Ordinary	100.00%
Destiny Student Limited	Bearford House, 39 Hanover Street, Edinburgh, Scotland, EH2 2PJ	Hotels and similar accommodation	Ordinary	100.00%

4. Debtors

	31.10.2025		31.05.2024
	£		£
Amounts owed by Group undertakings	12,511,083		0
Other debtors	27,178		0
	12,538,261		0

5. Creditors: amounts falling due within one year

	31.10.2025		31.05.2024
	£		£
Trade creditors	240		0
Amounts owed to Group undertakings	1,187,802		0
Taxation and social security	32,549		0
Other creditors	2,249		0
	1,222,840		0

6. Called-up share capital

	31.10.2025		31.05.2024
	£		£
Allotted, called-up and fully-paid
400 A Shares ordinary shares of £ 1.00 each (31.05.2024: 100 shares of £ 1.00 each)	400		100
1,200 B Shares ordinary shares of £ 1.00 each (31.05.2024: nil shares)	1,200		0
	1,600		100

7. Related party transactions

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

The company has taken advantage of disclosure exemptions available under Section 33 for FRS 102 whereby it has not disclosed transactions entered into with any wholly-owned subsidiary of the group.