The director presents the strategic report for the year ended 31 December 2024.

The company, under the brand “Frive”, delivers convenient, healthy eating options to individuals and families across England, Scotland and Wales. Primarily utilizing a direct-to-consumer flexible subscription model, customers sign up to convenient, great tasting meal plans prepared from fully natural ingredients, containing no UPFs, no seed oils, no dairy, no gluten and no refined sugar or salt. This commitment to quality has led Frive to become the highest rated meal subscription service of its size in the UK.

Frive operates primarily on a direct-to-consumer flexible subscription model, utilizing in-house expertise in digital marketing to drive high-quality, efficient customer acquisition activity. Key competitive advantages include:

• Fully in-house meal production, enabling rapid innovation and control of the customer experience;

• Owned first-party technology, including the Frive app;

• Growing multichannel presence;

• Established premium positioning, supported by our ‘clean deck’ ingredient philosophy (no UPFs, no seed oils, no gluten, no dairy, no refined sugar or salt).

The net loss of £2.0m in 2024 reflects a deliberate and transitional investment phase. Alongside the one-off disruption of the major rebrand from Lions Prep to Frive, the company made a conscious decision to strengthen its leadership and organisational structure. We invested in building a new, stable, and experienced management team to bring greater rigour, discipline, and strategic oversight across the business. This investment in senior capability has already driven sharper focus on operational efficiency, financial control, and customer experience, and will materially pay off in 2025 as the business returns to profitability.

In addition, there were short-term disruptions and increased variable staff costs as the business adjusted to its upgraded facility. The transition involved adopting new processes, embedding new machinery, and aligning teams to more advanced operational standards. While these changes temporarily created inefficiencies, they were necessary steps to ensure scalable, higher-quality production in the long term.

In parallel, significant resources were channelled into scaling operational infrastructure and marketing to underpin long-term growth. While these initiatives temporarily suppressed short-term profitability, they have positioned Frive with stronger leadership foundations, improved governance, and greater resilience for the future. With £3m of new equity investment secured post year-end and additional financing facilities in place, the company is well capitalised and strategically prepared to deliver sustained, profitable growth from FY25 onwards.

Price Risk

The company is exposed to price risk primarily through market-driven fluctuations that affect its operating cost base. While the business does not engage in speculative trading of commodities, currencies, or financial instruments, indirect exposure exists through supplier pricing, inflationary pressures, and changes in consumer demand linked to broader economic conditions. Management monitors these factors closely and seeks to mitigate potential impacts through supplier negotiations, forward planning, and effective cost control measures.

Liquidity Risk

Liquidity risk is managed to ensure that the company maintains sufficient cash resources to meet its obligations as they fall due. As the business operates on a cash sales basis, exposure to delayed customer payments is minimal, supporting a strong liquidity position. Regular cash flow forecasting and scenario analysis are carried out to ensure that sufficient reserves are available to fund ongoing operations and planned investments.

Credit Risk

Credit risk for the company is limited, given that the company primarily conducts sales on a cash basis and therefore holds no material trade receivables. Instead, credit risk arises mainly in relation to counterparties, including suppliers and financial institutions. To manage this risk, the company undertakes ongoing assessments of supplier creditworthiness and sets appropriate credit limits before entering into or extending trading arrangements.

During the financial year ended 31 December 2024, the Company demonstrated resilient performance amid a dynamic consumer environment.

Key financial and operational highlights include:

• Revenue increased by 41% year-on-year, reflecting growth in both subscription and marketplace verticals;

• Cost of Sales were managed effectively, resulting in Gross Margin of 31.2% which exceed the prior year result;

• The loss made by the Company was primarily due to a one-off disruption during the rebrand, which could have been executed more smoothly, but from which the business rebounded quickly.

Equally important, we now have a new, stable, and experienced management team in place—bringing fresh energy, focus, and leadership continuity. With this foundation, we are confidently entering our next phase of growth and long-term value creation.

The Company is committed to sustainable and responsible business practices. Key ESG initiatives during the year included:

• Introduction of sustainability standards for partner vendors, aligned to environmental impact reduction;

• Launch of internal carbon monitoring tools for product and service offerings;

• Continued focus on employee wellbeing, inclusion, and development, with progress tracked against defined DEI (Diversity, Equity & Inclusion) goals.

In 2025, the Company will deliver a series of significant developments designed to transform both customer experience and financial performance. These initiatives will build on the strong foundations laid in 2024 and mark a defining step forward in scale, resilience, and market leadership.

• Extending shelf life: A breakthrough improvement in product shelf life will enable customers to move to a one-box-per-week model, lowering barriers to entry, reducing friction, and expanding our potential audience. This will also create the foundation for more competitive pricing and improved operational flow.

• Launching tiered pricing: In response to evolving customer expectations and increased focus on value, the Company will launch a tiered pricing structure that unlocks more competitive pricing in the marketplace, driving wider accessibility and stronger customer value whilst also expanding CM2 margin.

• Customer retention excellence: With the launch of our new database, the Company will gain far greater visibility over customer behaviour and will roll out a suite of advanced data models specifically focused on retention. Combined with enhanced onboarding and cancellation flow testing, continuous improvements in meal variety, and a refined customer experience, this will drive higher satisfaction, loyalty, and lifetime value.

• Accelerated acquisition: By doubling down on creative, marketing channel testing, conversion rate optimisation, and promotional innovation, the Company will strengthen its ability to efficiently acquire new customers while maintaining attractive unit economics.

• Operational efficiency & CM2 margin growth: Procurement optimisation, enhanced supplier relationships, and data-led pricing initiatives will expand contribution margins, enabling scale with increased profitability.

Together, these developments will allow the Company to convert customer momentum into sustainable long-term financial growth, positioning 2025 as a very strong year of acceleration.

On behalf of the board

The director presents his annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company continued to be that of manufacturing and delivery of prepared meals and dishes.

The results for the year are set out on page 10.

No ordinary dividends were paid. The director does not recommend payment of a final dividend.

The director who held office during the year and up to the date of signature of the financial statements was as follows:

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Subsequent to the year end, the Company successfully secured an equity investment of £3 million; the company issued 78,497 Ordinary Shares with a nominal value of £.0001 each. This capital injection strengthens the Company’s balance sheet and provides additional financial stability to support ongoing operational and strategic initiatives.

Additionally, as part of an arrangement to settle a number of loans outstanding at 31 December 2024, the director transferred a number of shares held to loan holders. This will be treated as a capital contribution.

As part of a wider employee incentive scheme, following the year end date, a further 61,500 share options were granted to certain employees, entitling the holder to subscribe for new shares in The Lions Prep Ltd.

On 7 August 2025, the company entered into an agreement with a lender for additional facilities of £1,000,000. This was utilised in full at the date of approval of the financial statements and incurs interest at 3.92%, is repayable in instalments and is secured by way of debenture agreement and a personal guarantee from a director.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of information on and exposure to financial risk and future developments.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless she is 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 director is 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 director is 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. She is 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.

We have audited the financial statements of The Lions Prep Ltd (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 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.

Basis for 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 Auditor's 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

• the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the director's report have been prepared in accordance with applicable legal requirements.

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 and the director's report.

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 remuneration specified by law are not made; or

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

As explained more fully in the director's responsibilities statement, the director is 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 director determines is 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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 an auditor's report 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

As part of our planning process:

• We enquired of management the systems and controls the company has in place, the areas of the financial statements that are most susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The company did not inform us of any known, suspected or alleged fraud.

• We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006, Food Hygiene Standards, Health and Safety and Employment Laws.

• We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

• Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

• Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.

• Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

• Assessing the extent of compliance, or lack of, with the relevant laws and regulations.

• Testing key revenue lines, in particular cut-off, for evidence of management bias.

• Performing a physical verification of key assets and stock.

• Obtaining third-party confirmation of material bank and loan balances.

• Documenting and verifying all significant related party balances and transactions.

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. The primary responsibility for the prevention and detection of irregularities and fraud rests with the director.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matter

The financial statements of The Lions Prep Limited for the year ended 31 December 2023 were unaudited.

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 her in an auditor's report 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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

The Lions Prep Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Millharbour Court, 6 Watergate Walk, London, England, E14 9XH.

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.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The financial statements have been prepared on a going concern basis which the director considers to be appropriate for the following reasons.true

In the year ended 31 December 2024, the company generated an operating loss of £1,564,945 (2023: £1,143,601 profit). As at 31 December 2024, the company had net liabilities of £1,877,071 (£145,495 net assets). The director has considered a forecast which shows that for the foreseeable future that the company may require further external financing from third parties.

The post year end results indicate that the company is projected to achieve operating profits for the coming financial year. Additionally, post year end the company has received £3 million additional financing from a third party equity investor, primarily to achieve additional financial stability to support ongoing operational and strategic initiatives and a new £1 million loan facility which is being utilised to lower the cost of debt from the higher financing instruments used historically, with additional avenues for funding being continually assessed by the director in order to achieve targeted growth and streamline operating efficiency.

Accordingly, at the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

Turnover is recognised at the fair value of the consideration received or receivable for goods 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 and settlement discounts.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and those overheads that have been incurred in bringing the stocks to their present location and condition under a weighted average model.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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, 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.

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

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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 only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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, including creditors, bank loans and other borrowings, 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.

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

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.

The 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 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.

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.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is mace to equity. As the total fair value of the options granted by the company is immaterial to the accounts, no expense has been recognised in respect of the options this year.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Share based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is mace to equity. As the total fair value of the options granted by the company is immaterial to the accounts, no expense has been recognised in respect of the options this year.

In the application of the company’s accounting policies, the director is 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.

The director do not consider there to be any judgements or key sources of estimation uncertainty which have a significant effect on the amounts recognised in the financial statements.

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

Their aggregate remuneration comprised:

As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.

Investment income includes the following:

The actual charge/(credit) for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

In the financial statements for the year ended 31 December 2023, intangible fixed assets with a book value of £408,627 was recognised as part of tangible fixed assets, plant and machinery. This balance has been recognised as part of intangible fixed assets, software, for the year ended 31 December 2024.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

The company has four bank loans which accrue interest between 5.3% and 12.0% per annum. The loans have repayment terms of between one to three years and are repayable in monthly instalments comprising both capital and interest.

Other loans includes five loans. Of these loans, two are treated as interest free and repayable on demand. One does not accrue interest, but is repayable in instalments. The remaining two loans accrue interest at between 10.0% and 18.3% per annum and are repayable in instalments.

Other borrowings includes amounts relating to receivables financing arrangements, and as such debts subject to this arrangement totalled £407,768 (2023: £921,788).

Finance lease payments represent rentals payable by the company for certain items of plant and machinery and fixtures and fittings. There are no restrictions are placed on the use of the assets. The average lease term is five years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Finance lease obligations are secured by way of a fixed and floating charge over all assets of the company, in addition to a negative pledge.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

In the year ended 31 December 2021, the company entered into and EMI scheme with certain employees. Under this scheme, 27,000 share options were granted to certain employees of the company. Each option entitles the holder to subscribe for new shares in The Lions Prep Ltd.

The options outstanding at 31 December 2024 have an exercise price of £nil. The options granted have a vesting period of two to three years.

These options can only be exercise upon an exit event.

The director considers the fair value of the options at the grant date to be immaterial to the financial statements.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Subsequent to the year end, the company successfully secured an equity investment of £3 million; the company issued 78,497 Ordinary Shares with a nominal value of £.0001 each. This capital injection strengthens the company’s balance sheet and provides additional financial stability to support ongoing operational and strategic initiatives.

Additionally, as part of an arrangement to settle a number of loans outstanding at 31 December 2024, the director transferred a number of shares held to loan holders. This will be treated as a capital contribution.

As part of a wider employee incentive scheme, following the year end date, a further 61,500 share options were granted to certain employees, entitling the holder to subscribe for new shares in The Lions Prep Ltd.

On 7 August 2025, the company entered into an agreement with a lender for additional facilities of £1,000,000. This was utilised in full at the date of approval of the financial statements and incurs interest at 3.92%, is repayable in instalments and is secured by way of debenture agreement and a personal guarantee from a director.

As at 31 December 2024, amounts were due to the company from the director of £288,050 (2023: £176,798). Repayments of £19,150 (2023: £nil).

As at 31 December 2024, loans were owed to close family members of the director of £65,000 (2023: £65,000).

During the year end, consultancy fees were paid to Key Management Personnel of £53,996 (£nil). At 31 December, £14,356 remained outstanding at year end.