ACCOUNTS - Final Accounts preparation

Registered number: 09051559

REVIV UK LTD

UNAUDITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 30 DECEMBER 2024

REVIV UK LTD

COMPANY INFORMATION

Director	J Lomas-Braithwaite


Registered number	09051559


Registered office	10a Little Peter Street
	Manchester
	M15 4PS


Accountants	Grant Thornton UK LLP
	Chartered Accountants
	Royal Liver Building
	Liverpool
	L3 1PS


Bankers	HSBC
	19 High Street
	Northwich
	Cheshire
	CW9 5BZ

REVIV UK LTD

CONTENTS

	Page
Accountant's Report	1
Statement of Financial Position	2 - 3
Statement of Changes in Equity	4
Notes to the Financial Statements	5 - 12

Report to the director on the preparation of the unaudited statutory financial statements of Reviv UK Ltd for the year ended 30 December 2024

We have compiled the accompanying financial statements of Reviv UK Ltd (the ‘company’) based on the information you have provided. These financial statements comprise the Statement of Financial Position of Reviv UK Ltd as at 30 December 2024, the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

We performed this compilation engagement in accordance with International Standard on Related Services 4410 (Revised), 'Compilation Engagements'.

We have applied our expertise in accounting and financial reporting to assist you in the preparation and presentation of these financial statements in accordance with applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). As a member firm of the Institute of Chartered Accountants in England and Wales, we are subject to its ethical and other professional requirements which are detailed at www.icaew.com.

These financial statements and the accuracy and completeness of the information used to compile them are your responsibility.

Since a compilation engagement is not an assurance engagement, we are not required to verify the accuracy or completeness of the information you provided to us to compile these financial statements. Accordingly, we do not express an audit opinion or a review conclusion on whether these financial statements are prepared in accordance with United Kingdom Generally Accepted Accounting Practice.

This report is made solely to the company's director in accordance with the terms of our engagement letter dated 31 July 2025. Our work has been undertaken solely to prepare for your approval the financial statements of the company and state those matters that we have agreed to state to the company's director in this report in accordance with our engagement letter dated 31 July 2025. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and its director for our work or for this report.

Grant Thornton UK LLP

Chartered Accountants

Liverpool

30 September 2025

Page 1

REVIV UK LTD

REGISTERED NUMBER: 09051559

STATEMENT OF FINANCIAL POSITION

AS AT 30 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	4		3,645		6,212
Current assets
Stocks		-		7,689
Debtors: amounts falling due within one year	5	7,960		17,363
Cash at bank and in hand		585		1,150
		8,545		26,202
Creditors: amounts falling due within one year	6	(1,229,369)		(1,117,342)
Net current liabilities			(1,220,824)		(1,091,140)
Total assets less current liabilities			(1,217,179)		(1,084,928)

Net liabilities			(1,217,179)		(1,084,928)

Capital and reserves
Called up share capital	1,000	1,000
Capital contribution reserve	14,151	7,660
Profit and loss account	(1,232,330)	(1,093,588)
	(1,217,179)	(1,084,928)

Page 2

REVIV UK LTD

REGISTERED NUMBER: 09051559

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 30 DECEMBER 2024

The director considers that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The director acknowledges her responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

J Lomas-Braithwaite

Director

Date: 30 September 2025

The notes on pages 5 to 12 form part of these financial statements.

Page 3

REVIV UK LTD

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 DECEMBER 2024

	Called up share capital	Capital contribution reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	1,000	4,130	(951,289)	(946,159)
Comprehensive income for the year
Loss for the year	-	-	(142,299)	(142,299)
Contributions by and distributions to owners
Share options awarded	-	3,530	-	3,530

At 30 December 2023	1,000	7,660	(1,093,588)	(1,084,928)
Comprehensive income for the year
Loss for the year	-	-	(138,742)	(138,742)
Contributions by and distributions to owners
Share options awarded	-	6,491	-	6,491
At 30 December 2024	1,000	14,151	(1,232,330)	(1,217,179)

The notes on pages 5 to 12 form part of these financial statements.

Page 4

REVIV UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 DECEMBER 2024

1.	General information

Reviv UK Ltd is a private company limited by shares, incorporated in England and Wales. The registered number is 09051559 and the registered address is 10a Little Peter Street, Manchester, M15 4PS.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The company's functional and presentational currency is Sterling and all values are rounded to the nearest pound (£) except when otherwise stated.

The following principal accounting policies have been applied:

2.2

Basis of accounts

The financial statements have been prepared on a basis other than that of a going concern as the company is not expected to continue in existence for at least 12 months from the date of approval of the financial statements. This basis includes writing down the company's assets to net realisable value.

2.3

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each year end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit or loss within 'finance income or costs'. All other foreign exchange gains and losses are presented in the profit or loss within 'other operating income'.

Page 5

REVIV UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 DECEMBER 2024

2.Accounting policies (continued)

2.4

Revenue

Revenue is measured as the fair value of the consideration received or receivable, excluding value added tax. Revenue comprises of treatment sales, genetics commissions, franchise fees and on-boarding fees. Revenue in respect of treatment sales and genetics commissions is recognised on the provision of the treatment. Revenue in respect of franchise fees and on-boarding fees are recognised in the period to which it relates and the on-boarding activity has been completed.

2.5

Other income

Other income is in respect to intercompany recharges and is recognised in the period to which it relates and is measured at the fair value of the consideration receivable.

2.6

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.7

Pensions

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds.

2.8

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Statement of Financial Position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.
Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Page 6

REVIV UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 DECEMBER 2024

2.Accounting policies (continued)

2.9

Current and deferred taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of Financial Position, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

				Fixtures and fittings	-	33.33%	straight line
				Computer equipment	-	33.33%	straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 7

REVIV UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 DECEMBER 2024

2.Accounting policies (continued)

2.11

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.12

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.13

Financial instruments

The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's Statement of Financial Position 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other receivables due within the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

Page 8

REVIV UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 DECEMBER 2024

2.Accounting policies (continued)

2.13

Financial instruments (continued)

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

Employees

The average monthly number of employees, including directors, during the year was 8 (2023: 6).

Page 9

REVIV UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 DECEMBER 2024

4.	Tangible fixed assets

	Fixtures and fittings	Computer equipment	Total
	£	£	£
Cost
At 31 December 2023	5,300	4,415	9,715
Additions	120	-	120
At 30 December 2024	5,420	4,415	9,835
Depreciation
At 31 December 2023	1,164	2,339	3,503
Charge for the year	1,800	887	2,687
At 30 December 2024	2,964	3,226	6,190
Net book value
At 30 December 2024	2,456	1,189	3,645
At 30 December 2023	4,136	2,076	6,212

Page 10

REVIV UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 DECEMBER 2024

Debtors

					2024	2023
					£	£


Trade debtors	7,960	13,102
Other debtors	-	1,349
Prepayments and accrued income	-	2,912
	7,960	17,363

6.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Bank loans	43,692	52,530
Trade creditors	16,571	21,732
Amounts owed to group undertakings	1,132,057	978,414
Amounts owed to related parties	15,000	15,000
Other taxation and social security	8,829	36,147
Other creditors	2,453	1,321
Accruals and deferred income	10,767	12,198
	1,229,369	1,117,342

Included within bank loans is £43,692 (2023: £52,530) relating to Coronavirus Bounce Back Loans. Interest is charged at 2.5% per annum. This amount is unsecured and repayments of £887 are paid on a monthly basis. The loan is disclosed as repayable less than one year due to a breach of terms.

7.	Deferred taxation

As at 30 December 2024 there was an unprovided deferred tax asset of £259,038 (2023: £264,693) which represents 25% of taxable losses carried forwards.

Page 11

REVIV UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 DECEMBER 2024

8.	Share-based payments
	The parent undertaking, Reviv Global Ltd has granted share options to employees of the company under an Enterprise Management Incentive (EMI) scheme, which allows the employees to acquire shares in Reviv Global Ltd at an agreed exercise price. The holder is able to exercise the options in the event of an exit through an asset sale, share sale or listing of the company. The unvested share options lapse immediately in the event that the employee leaves the Company. Share options on Ordinary shares granted during the period have been valued at £400 per share (2023: £400) by HMRC. The directors consider this to be an appropriate valuation basis for the purposes of the financial statements.
		Weighted average exercise price (£) 2024	Number 2024	Weighted average exercise price (£) 2023	Number 2023

Outstanding at the beginning of the period	225	150	200	100
Granted during the period	-	-	400	50
Outstanding at the end of the period	225	150	225	150

9.	Pension commitments

The company operates a defined contribution scheme for its employees. The amount outstanding as at 30 December 2024 was £1,115 (2023: £1,038) included in other creditors.

10.

Related party transactions

The company has taken advantage of the exemption conferred by section 1A of FRS 102 not to disclose transactions with wholly owned members of the group headed by Reviv Global Ltd.
As at 30 December 2024, included within amounts owed to related parties is £15,000 (2023: £15,000) due to Reviv-Europe LLC. Reviv-Europe LLC is a related party due to common control. This amount is interest free and repayable on demand.

11.	Controlling party

The immediate and ultimate parent undertaking is Reviv Global Ltd, a company registered in England & Wales. Reviv Global Ltd's registered office is 10a Little Peter Street, Manchester, M15 4PS.

Page 12