Draw & Code Ltd.

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—7

1. General Information

Draw & Code Ltd. is a private company, limited by shares, incorporated in England & Wales, registered number 07345725 . The registered office is 24 Hardman Street, Liverpool, L1 9AX.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

The company is a parent company but is exempt from the requirement to prepare consolidated financial statements by virtue of the small groups exemption contained in section 399 of the Companies Act 2006. The group qualifies as small and therefore, the company has not prepared consolidated financial statements.

2.2. Going Concern Disclosure

The financial statements have been prepared on a going concern basis notwithstanding the company’s net liabilities position at 31 May 2025. The directors have considered the company’s cash flow forecasts and funding requirements for the period of at least twelve months from the date of approval of the financial statements. Based on this review, the directors are satisfied that the company will have access to sufficient funds to meet its liabilities as they fall due. Accordingly, the directors consider it appropriate to prepare the financial statements on the going concern basis. The financial statements do not include any adjustments that would result if the company was unable to continue as a going concern.

2.3. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.4. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Plant & Machinery	33% reducing balance
Fixtures & Fittings	20% reducing balance
Computer Equipment	33% reducing balance

2.5. Leasing and Hire Purchase Contracts

Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.

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

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Draw & Code Ltd.

Notes to the Financial Statements (continued)

For The Year Ended 31 May 2025

2.6. Foreign Currencies

The company's functional currency is GBP.

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.7. Taxation

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.8. Investments

Investments in subsidiary undertakings, associates and other investments are initially recognised at cost.

Subsequently, they are measured at cost less any provision for impairment where there is evidence that the investment’s recoverable amount is lower than its carrying value.

Income from investments is recognised when the company’s right to receive payment has been established.

2.9. Research and Development Expenditure Credits

Research and Development Expenditure Credits are recognised as other operating income when there is reasonable assurance that the conditions for receipt have been satisfied and the amounts can be measured reliably. Amounts recognised reflect the gross receivable from HMRC.

2.10. Debtors and Creditors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Accrued income includes amounts earned on contracts based on percentage work in progress based on a percentage completion basis for services ongoing.

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 30 (2024: 45)

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Draw & Code Ltd.

Notes to the Financial Statements (continued)

For The Year Ended 31 May 2025

4. Tangible Assets

	Plant & Machinery	Fixtures & Fittings	Computer Equipment	Total
	£	£	£	£
Cost
As at 1 June 2024	227,432	26,654	147,156	401,242
Additions	3,001	-	6,804	9,805
Disposals	(19,998 )	-	-	(19,998 )

As at 31 May 2025	210,435	26,654	153,960	391,049

Depreciation
As at 1 June 2024	85,948	21,024	108,937	215,909
Provided during the period	40,833	1,126	14,305	56,264
Disposals	(4,949 )	-	-	(4,949 )

As at 31 May 2025	121,832	22,150	123,242	267,224

Net Book Value
As at 31 May 2025	88,603	4,504	30,718	123,825

As at 1 June 2024	141,484	5,630	38,219	185,333

5. Investments

	Subsidiaries
	£
Cost or Valuation
As at 1 June 2024	1,861

As at 31 May 2025	1,861

Provision
As at 1 June 2024	-

As at 31 May 2025	-

Net Book Value
As at 31 May 2025	1,861

As at 1 June 2024	1,861

6. Debtors

	2025	2024
	£	£
Due within one year
Trade debtors	27,720	132,161
Prepayments and accrued income	6,369	10,332
Other debtors	-	27
Corporation tax recoverable	268,832	360,560
VAT	63,758	88,034
Amounts owed by subsidiaries	1,837,724	1,481,810

	2,204,403	2,072,924

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Draw & Code Ltd.

Notes to the Financial Statements (continued)

For The Year Ended 31 May 2025

7. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	450,867	496,794
Bank loans and overdrafts	34,685	70,000
Other taxes and social security	359,959	329,864
Net wages	-	20,196
Other creditors	137,809	94,460
Accruals and deferred income	121,684	59,945

	1,105,004	1,071,259

8. Creditors: Amounts Falling Due After More Than One Year

	2025	2024
	£	£
Bank loans	-	12,281
Other loans	6,473,059	6,393,059
Accruals and deferred income	738,198	418,409

	7,211,257	6,823,749

Included within creditors due after more than one year are other loans owed to Entain Holdings (UK) Limited. These loans are repayable in 2034. Accrued interest on these loans, included within accruals due after more than one year, is calculated at a rate of 5%.

Of the creditors falling due after more than one year the following amounts are due after more than five years.

	2025	2024
	£	£
Other Creditors	6,393,059	6,393,059
Accruals and deferred income	738,198	418,409

9. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	1,130	1,130

10. Pension Commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £54,662 (2024 - £73,059). Contributions totalling £17,253 (2024 - £9,775) were payable to the fund at the reporting date and are included in creditors.

11. Post Balance Sheet Events

Subsequent to the year end, Entain Holdings (UK) Limited agreed to waive a portion of the Company’s debt under the facility agreement by way of a deed of variation dated October 2025. Under the terms of the deed, the lender unconditionally released and discharged the Company from the obligation to repay £3,406,043, comprising principal of £3,000,000 and accrued unpaid interest of £406,043 (the “Released Amount”).

Following this waiver, the Company remains liable for the repayment of the remaining loan balance of £3,725,214, together with future accrued interest and other amounts due under the facility agreement.

This event occurred after the reporting date and therefore does not affect the recognition or measurement of liabilities as at 31 May 2025. It has been treated as a non-adjusting post balance sheet event.

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Draw & Code Ltd.

Notes to the Financial Statements (continued)

For The Year Ended 31 May 2025

12. Related Party Transactions

Included in other creditors are amounts owed to the directors at the reporting date, comprising £120,556 (2024 - £15,606) owed to Andrew Cooper, and £nil (2024 - £2,786) owed to John Keefe. The balances are repayable on demand and no interest has been charged.

The company owns 84% of the issued share capital of Swap Bots Ltd, registered number 09845580 and registered office 24 Hardman Street, Liverpool, L1 9AX.

Included in other debtors are amounts owed by Swap Bots Limited, totalling £493,133 (2024 - £488,831). Balances are interest-free and repayable on demand.

The company owns 100% of the issued share capital of Companion Limited, registered number 09936811 and registered office 24 Hardman Street, Liverpool, L1 9AX.

The company owns 100% of the issued share capital of Draw & Code Games Studio Limited, registered number 13592042 and registered office 24 Hardman Street, Liverpool, L1 9AX.

The company owns 100% of the issued share capital of Draw & Code Malta Limited, registered number C 103462 and registered office Elite Business Centre, Trejqa ta’ Box Box, Msida MSD1840.

The company has taken advantage of the exemption available to small entities under Section 1A of Financial Reporting Standard 102 from disclosing transactions entered into between wholly-owned members of the group.

Accordingly, no related party transactions with the company’s wholly-owned subsidiary have been disclosed in these financial statements.

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		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	4		123,825		185,333
Investments	5		1,861		1,861

			125,686		187,194
CURRENT ASSETS
Debtors	6	2,204,403		2,072,924
Cash at bank and in hand		206		372,629

		2,204,609		2,445,553
Creditors: Amounts Falling Due Within One Year	7	(1,105,004 )		(1,071,259 )

NET CURRENT ASSETS (LIABILITIES)			1,099,605		1,374,294

TOTAL ASSETS LESS CURRENT LIABILITIES			1,225,291		1,561,488

Creditors: Amounts Falling Due After More Than One Year	8		(7,211,257 )		(6,823,749 )

NET LIABILITIES			(5,985,966 )		(5,262,261 )

CAPITAL AND RESERVES
Called up share capital	9		1,130		1,130
Share premium account			657,935		657,935
Profit and Loss Account			(6,645,031 )		(5,921,326 )

SHAREHOLDERS' FUNDS			(5,985,966)		(5,262,261)