REGISTERED NUMBER: 09225551 (England and Wales)

LIVEKINDLY UK LTD

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 DECEMBER 2024

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Profit or Loss

8

Statement of Profit or Loss and Other Comprehensive Income

9

Statement of Financial Position

10

Statement of Changes in Equity

11

Statement of Cash Flows

12

Notes to the Statement of Cash Flows

13

Notes to the Financial Statements

14

DIRECTORS:

Mrs C Garnett

Ms A S Grunefeld

REGISTERED OFFICE:

The Eco Business Centre

Charlotte Avenue

Bicester

Oxfordshire

OX27 8BL

REGISTERED NUMBER:

09225551 (England and Wales)

SENIOR STATUTORY AUDITOR:

Ashley Painter ACA FCCA MAAT

AUDITORS:

Blencowes

Chartered Accountants & Statutory Auditors

15 High Street

Brackley

Northamptonshire

NN13 7DH

REVIEW OF BUSINESS

During the recent years the company has seen significant changes in the group due to acquisitions and mergers. Since these transactions the company has incurred significant costs on promoting the Livekindly brand's and believe that the benefits of these acquisitions will be seen with increased revenue and profits in years to come.

Future Prospects

The focus over the next few years is to concentrate on the profitability of our products and gaining a large slice of the market share in the vegan food industry. Ultimately, the company intends to transform the food industry into a sustainable, plant-based one. The company is always improving the quality, affordability and nutritional value of the plant based products with a view for our nutritional foods becoming readily available across the world.

PRINCIPAL RISKS AND UNCERTAINTIES

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Company policies are aimed at minimising such losses and require that deferred terms are only granted to customers who demonstrate an appropriate payment history and satisfy credit worthiness procedures.

Details of the company's debtors are shown in the notes to the financial statements. The company has a strong customer base of varying size and risk which covers a large geographical area and therefore minimises the impact should a debtor default on its terms.

Currency risk

The Company has transactional currency exposure which arises from the currency risk associated with inter-company transactions in various currencies. Potential exposures to foreign currency exchange rate movements are monitored with weekly payment meetings and discussions being held to mitigate the risk as far as possible. Cash flow forecasts looking 6 weeks ahead are also performed where discussions with related parties on free risk had to mitigate exposure.

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The company aims to mitigate liquidity risk by managing cash generation by its operations, applying cash collection targets throughout the Company.

Cashflow risk

Cash flow risk is the risk that inflows and outflows of cash and cash equivalents will not be sufficient to finance day-to-day operations of the Company. The Company manages cash flow risk by careful negotiation of terms with customers and suppliers to maintain available funds to meet its liabilities as they fall due. The cash held at bank is considered to be of high importance to ensure cash flow risk is minimised. The Company's policy is to hold surplus cash to give security to the Company in case of unforeseen circumstances.

Inflation risk

Financial performance is subject to unforeseen supply chain price increases. To identify these risks the Company continuously monitors forward supply chain prices through dialogue with suppliers.

Given the size of the Company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the Board. The policies agreed and set by the Board are implemented by the Company's finance department.

ON BEHALF OF THE BOARD:

Mrs C Garnett - Director

30 September 2025

The directors present their report with the financial statements of the company for the year ended 30 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 30 December 2024.

DIRECTORS

The directors during the year under review were:

Mrs C Garnett

Mr K P Youngman

- resigned 28.6.2024

Ms A S Grunefeld

- appointed 17.7.2024

The beneficial interests of the directors holding office on 30 December 2024 in the issued share capital of the company were as follows:

31.12.23

or date of

appointment

30.12.24

if later

Ordinary £1 shares

Mrs C Garnett

-

-

Ms A S Grunefeld

-

-

The directors hold no beneficial interest in the 100 ordinary shares of the company.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with UK-adopted international accounting standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Blencowes, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mrs C Garnett - Director

30 September 2025

Opinion

We have audited the financial statements of Livekindly UK Ltd (the 'company') for the year ended 30 December 2024 which comprise the Statement of Profit or Loss, the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 30 December 2024 and of its loss for the year then ended;

-	have been properly prepared in accordance with IFRSs as adopted by the UK; and

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

Basis for unqualified opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

We evaluated the directors and management incentives and opportunities for fraudulent manipulation of the financial statement (including the risk of override of controls) and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgments and assumptions in significant accounting estimates, in particular the valuation of investments and significant one-off or unusual transactions.

Our audit procedures were designed to respond to these identified risks, including non-compliance with laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit procedures include but were not limited to

- Discussing with the directors and management their policies and procedures regarding compliance with

laws and regulations:

- Communicating identified laws and regulations throughout our engagement team and remaining alert to any indications of non-compliance throughout our audit and

- Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.

- Inspecting correspondence if any with relevant licensing or regulatory authorities

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.

We are not responsible for preventing non- compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Ashley Painter ACA FCCA MAAT (Senior Statutory Auditor)

for and on behalf of Blencowes

Chartered Accountants & Statutory Auditors

15 High Street

Brackley

Northamptonshire

NN13 7DH

30 September 2025

CONTINUING OPERATIONS

Revenue

10,035,439

10,402,157

Cost of sales

(8,401,786

)

(8,920,359

)

GROSS PROFIT

1,633,653

1,481,798

Other operating income

43,889

34,806

Administrative expenses

(2,266,510

)

(33,487,785

)

Other operating expenses

(789,826

)

(2,698,804

)

OPERATING LOSS

(1,378,794

)

(34,669,985

)

LOSS BEFORE INCOME TAX

6

(1,378,794

)

(34,669,985

)

Income tax

7

-

1,439,086

LOSS FOR THE YEAR

(1,378,794

)

(33,230,899

)

LOSS FOR THE YEAR

(1,378,794

)

(33,230,899

)

OTHER COMPREHENSIVE INCOME

Item that will not be reclassified to profit or loss:

Impairment Review

-

4,105,697

Income tax relating to item that will not be reclassified to profit or loss

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

4,105,697

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(1,378,794

)

(29,125,202

)

ASSETS

NON-CURRENT ASSETS

Goodwill

9

2,148,895

2,469,810

Intangible assets

10

2,451,374

2,903,040

Property, plant and equipment

11

-

-

4,600,269

5,372,850

CURRENT ASSETS

Inventories

12

1,351,341

1,607,362

Trade and other receivables

13

1,483,593

1,575,297

Cash and cash equivalents

14

348,498

723,442

3,183,432

3,906,101

TOTAL ASSETS

7,783,701

9,278,951

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

15

100

100

Capital redemption reserve

16

38,476,248

38,476,248

Retained earnings

16

(40,176,303

)

(38,797,509

)

TOTAL EQUITY

(1,699,955

)

(321,161

)

LIABILITIES

NON-CURRENT LIABILITIES

Trade and other payables

17

7,578,243

7,151,791

CURRENT LIABILITIES

Trade and other payables

17

1,905,413

2,448,321

TOTAL LIABILITIES

9,483,656

9,600,112

TOTAL EQUITY AND LIABILITIES

7,783,701

9,278,951

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

Mrs C Garnett - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 31 December 2022

100

(9,672,307

)

-

(9,672,207

)

Changes in equity

Total comprehensive income

-

(29,125,202

)

38,476,248

9,351,046

Balance at 30 December 2023

100

(38,797,509

)

38,476,248

(321,161

)

Changes in equity

Total comprehensive loss

-

(1,378,794

)

-

(1,378,794

)

Balance at 30 December 2024

100

(40,176,303

)

38,476,248

(1,699,955

)

Cash flows from operating activities

Cash generated from operations

1

(801,394

)

(1,930,421

)

Net cash from operating activities

(801,394

)

(1,930,421

)

Cash flows from investing activities

Purchase of intangible fixed assets

-

(1,392

)

Sale of tangible fixed assets

-

63,423

Net cash from investing activities

-

62,031

Cash flows from financing activities

Loan Disbursement

-

1,630,600

Additional Intercompany fund

133,949

680,811

Other finance costs

50

-

Finance cost incurred on Loans

292,451

240,428

Net cash from financing activities

426,450

2,551,839

(Decrease)/increase in cash and cash equivalents

(374,944

)

683,449

Cash and cash equivalents at beginning of year

2

723,442

39,993

Cash and cash equivalents at end of year

2

348,498

723,442

1.	RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Loss before income tax

(1,378,794

)

(34,669,985

)

Depreciation charges

772,583

3,001,999

Impairment losses

-

28,672,404

(606,211

)

(2,995,582

)

Decrease in inventories

256,021

270,602

Decrease in trade and other receivables

91,704

2,491,426

Decrease in trade and other payables

(542,908

)

(1,696,867

)

Cash generated from operations

(801,394

)

(1,930,421

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 30 December 2024

30/12/24

31/12/23

£

£

Cash and cash equivalents

348,498

723,442

Year ended 30 December 2023

30/12/23

31/12/22

£

£

Cash and cash equivalents

723,442

39,993

1.	STATUTORY INFORMATION

LiveKindly UK Limited is a private company, limited by shares registered in England and Wales. The company's registration number is 09225551 and the registered address is Bicester Eco Business Center, Charlotte Avenue, Bicester, OX27 8BL.

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest pound sterling.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

2.	STATEMENT OF COMPLIANCE

The financial statements of LiveKindly UK Limited have been prepared in compliance with International Financial Reporting Standard (IFRS) issued by International Accounting Standards Board (IASB) as adopted by European Union and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared under the historical cost convention.

These financial statements have been prepared in accordance with International Financial Reporting Standards and IFRIC interpretation and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

Preparation of consolidated financial statements

The company is a subsidiary and exempt from the requirement to prepare group financial statements. These financial statements, therefore, present information about the company as an individual undertaking and not about it's group.

The exemption applies as the company undertakings are included in the group consolidated financial statements of its parent, The Livekindly Company, Inc. (Delaware, USA)

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for goods supplied, net of returns, discounts and rebates allowed by the company and value added taxes.

The company bases its estimate of returns on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement

Where the consideration receivable in cash or cash equivalents is deferred, and the arrangement constitutes a financing transaction, the fair value of the consideration is measured as the present value of all future receipts using the imputed rate of interest.

The company recognises revenue when (a) the significant risks and rewards of ownership have been transferred to the buyer; (b) the company retains no continuing involvement or control over the goods; (c) the amount of revenue can be measured reliably; (d) it is probable that future economic benefits will flow to the entity.

Interest income is recognised using the effective interest method and dividend income is recognised as the company's right to receive payment is established.

Goodwill

Goodwill represents the future economic benefits arising from a business combination that are not individually identified and separately recognised. Goodwill is carried at cost less accumulated impairment losses.

Other intangible assets, including customer relationships, patents and trademarks, that are acquired by the company and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.

Amortisation is calculated to write off the cost of intangible assets less their estimated residual values through an annual impairment review, and is generally recognised in profit or loss.

Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

Property, plant and equipment

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

25% on cost

Computer equipment

-

25% on cost

Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Inventories are recognised as an expense in the period in which the related revenue is recognised. Cost is determined on the first-in, first-out (FIFO) method. Cost includes the purchase price, including taxes and duties and transport and handling directly attributable to bringing the inventory to its present location and condition.

At the end of each reporting period inventories are assessed for impairment. If an item of inventory is impaired, the identified inventory is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account. Where a reversal of the impairment is recognised the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the profit and loss account.

Taxation

Current tax is recognised at the amount of tax payable using the tax rates and laws that that have been enacted or substantively enacted by the balance sheet date.

Current tax

Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end.

Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred tax

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements.

Deferred tax is recognised on all timing differences at the reporting date except for certain exceptions. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Employee benefit costs

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate.

Financial instruments

Financial assets

Basic financial assets, including trade and other receivables and cash and bank balances are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method. At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities

Basic financial liabilities, including trade and other payables and bank loans, 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 receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled, or expires.

Offsetting

Financial assets and liabilities are offset, and 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.

Loans and borrowings

Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment.

Provisions and contingencies

Provisions are recognised when the company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount of the obligation can be estimated reliably.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as a finance cost.

Contingent liabilities are not recognised. Contingent liabilities arise as a result of past events when (i) it is not probable that there will be an outflow of resources or that the amount cannot be reliably measured at the reporting date or (ii) when the existence will be confirmed by the occurrence or non-occurrence of uncertain future events not wholly within the company's control. Contingent liabilities are disclosed in the financial statements unless the probability of an outflow of resources is remote.

Contingent assets are not recognised. Contingent assets are disclosed in the financial statements when an inflow of economic benefits is probable.

4.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In applying the Company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgements estimate, and assumptions are based on the best and most reliable evidence available at the time when the decisions are made and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions the actual results and outcomes may differ.

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, if the revision affects only that period, or in the period of revisions and future periods, if the revision affects both current and future periods.

Key sources of estimation uncertainly

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year include:

Recoverability of receivables

The company establishes a provision for receivables that are estimated not to be recovered. When assessing recoverability, the directors consider factors such as the aging of the receivables, past experience of recoverability, and the credit profile of individuals or groups of customers.

Provision for sale deductions

The company has used best estimate based on current EPOS data in determining provisions in respect to future deals. This is where total amounts are unknown.

Stock provision

The directors review the stock valuation at the year end to determine the possibility of any such obsolesce or change in the market sector that may reflect a reduction in stock valuation.

Useful economic lives of property, plant and equipment

The company depreciates tangible assets over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including technological innovation, product life cycles and maintenance programmes.

Judgement is applied by management when determining the residual values for plant, machinery and equipment. When determining the residual value management aim to assess the amount that the company would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful economic life. Where possible this is done with reference to external market prices.

5.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

1,162,128

1,436,441

Social security costs

18,787

40,370

Other pension costs

25,776

24,096

1,206,691

1,500,907

The average number of employees during the year was as follows:

2024

2023

Average number of employees

12

17

2024

2023

£

£

Directors' remuneration

151,070

352,586

6.	LOSS BEFORE INCOME TAX

The loss before income tax is stated after charging/(crediting):

2024

2023

£

£

Cost of inventories recognised as expense

8,401,786

8,920,359

Depreciation - owned assets

-

69,122

Trade names and intellectual property amortisation

446,000

2,256,666

Computer software amortisation

5,666

7,059

Auditors' remuneration

16,517

15,913

Auditors' remuneration for non audit work

9,520

9,270

Foreign exchange differences

32,669

(4,145

)

7.	INCOME TAX

Analysis of tax income

2024

2023

£

£

Deferred tax

-

(1,439,086

)

Total tax income in statement of profit or loss

-

(1,439,086

)

8.	GOING CONCERN

During the year to 30 December 2024, the company reported a net loss of £2,930,808 (2023 Loss £33,230,899).

The main creditor reported in the financial statements relates to The Livekindly Company Switzerland GmbH which is the parent company. As at the balance sheet date the loan balance is reported at £7,578,243 (2023 £7,151,842).

The directors have confirmed that the The Livekindly Company Switzerland GmbH will not call in any of the loan within twelve months from the approval date of the financial statements.

The parent company has agreed to support Livekindly UK Limited in the event of any going concern issues for the next twelve months and the foreseeable future.

The directors have assessed the going concern of the company and based on the above factors they consider it appropriate to adopt the going concern basis over the next twelve months.

9.

GOODWILL

£

COST

At 31 December 2023

and 30 December 2024

3,209,157

AMORTISATION

At 31 December 2023

739,347

Charge for year

320,915

At 30 December 2024

1,060,262

NET BOOK VALUE

At 30 December 2024

2,148,895

At 30 December 2023

2,469,810

10.	INTANGIBLE ASSETS

Trade

names and

intellectual

Computer

property

software

Totals

£

£

£

COST

At 31 December 2023

and 30 December 2024

4,460,000

29,725

4,489,725

AMORTISATION

At 31 December 2023

1,579,583

7,102

1,586,685

Amortisation for year

446,000

5,666

451,666

At 30 December 2024

2,025,583

12,768

2,038,351

NET BOOK VALUE

At 30 December 2024

2,434,417

16,957

2,451,374

At 30 December 2023

2,880,417

22,623

2,903,040

11.	PROPERTY, PLANT AND EQUIPMENT

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

COST

At 31 December 2023

and 30 December 2024

3,313

4,049

7,362

DEPRECIATION

At 31 December 2023

and 30 December 2024

3,313

4,049

7,362

NET BOOK VALUE

At 30 December 2024

-

-

-

At 30 December 2023

-

-

-