ACCOUNTS - Final Accounts preparation

Commitments under operating leases

At 30 December 2024 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

Registered number: 11297297

REVIV MANCHESTER LTD

UNAUDITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 30 DECEMBER 2024

REVIV MANCHESTER LTD

COMPANY INFORMATION

Director	J Lomas-Braithwaite


Registered number	11297297


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 MANCHESTER LTD

CONTENTS

	Page
Accountants' Report	1
Statement of Financial Position	2 - 3
Notes to the Financial Statements	4 - 11

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

We have compiled the accompanying financial statements of Reviv Manchester Ltd (the ‘company’) based on the information you have provided. These financial statements comprise the Statement of Financial Position of Reviv Manchester Ltd as at 30 December 2024, 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 MANCHESTER LTD

REGISTERED NUMBER: 11297297

STATEMENT OF FINANCIAL POSITION

AS AT 30 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	4		10,796		4,421
Current assets
Stocks		7,042		8,836
Debtors: amounts falling due within one year	5	23,902		25,280
Cash at bank and in hand		22,802		8,412
		53,746		42,528
Creditors: amounts falling due within one year	6	(694,895)		(599,783)
Net current liabilities			(641,149)		(557,255)
Total assets less current liabilities			(630,353)		(552,834)

Net liabilities			(630,353)		(552,834)

Capital and reserves
Called up share capital	7	1,000	1,000
Profit and loss account		(631,353)	(553,834)
Total equity		(630,353)	(552,834)

Page 2

REVIV MANCHESTER LTD

REGISTERED NUMBER: 11297297

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 income and retained earnings 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 4 to 11 form part of these financial statements.

Page 3

REVIV MANCHESTER LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 DECEMBER 2024

1.	General information

Reviv Manchester Ltd is a private company limited by shares, incorporated in England and Wales. Its registered number is 11297297, and its registered head office is located at 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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

Going concern

Notwithstanding the loss for the year, the net current liabilities and shareholder deficit, the directors believe it is appropriate for the financial statements to be prepared on a going concern basis due to the fact that the company has the support from its fellow group undertakings and its ultimate parent undertaking, Reviv Global Ltd.
The Group headed by Reviv Global Ltd has continued to require the support from shareholders and investors, both in respect of providing additional financial support, but also in respect of not calling for loan facilities to be repaid in line with the agreements in place. In addition, the Group are in discussions with current investors to revisit the terms of the loans they have in place and extend the repayment / conversion date of these loans.
The current macroeconomic situation in the United Kingdom, including the increase in the cost of living and high interest rates and the downturn in the global economy continues to have an impact on both individuals and businesses and as a result, the growth that the Group has achieved.
Based upon the information available and ongoing discussions with shareholders and investors, the directors consider that the Group has ample liquidity to continue in business for at least the next 12 months from the date of approving and signing the accounts as a going concern. As a result, the directors consider that Reviv Global Ltd is able to provide financial support to the company.
Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

2.3

Revenue

Revenue is measured at the fair value of the consideration received or receivable, excluding value added tax. Revenue comprises of treatment sales and genetics commissions and is recognised when the treatment is provided.

Page 4

REVIV MANCHESTER LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 DECEMBER 2024

2.Accounting policies (continued)

2.4

Operating leases: the company as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.5

Borrowing costs

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

2.6

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.

2.7

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.

Page 5

REVIV MANCHESTER LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 DECEMBER 2024

2.Accounting policies (continued)

2.8

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, using the straight-line method.

Depreciation is provided on the following basis:

Improvements to property	-	20%
Fixtures and fittings	-	25%
Computer equipment	-	20%

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.

2.9

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.

2.10

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.

2.11

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.

Page 6

REVIV MANCHESTER LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 DECEMBER 2024

2.Accounting policies (continued)

2.11

Financial instruments (continued)

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due within the operating cycle fall into this category of financial instruments.

Impairment of financial assets

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.

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.

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 creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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.

Page 7

REVIV MANCHESTER LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 DECEMBER 2024

2.Accounting policies (continued)

2.11

Financial instruments (continued)

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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 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 7 (2023: 5).

Page 8

REVIV MANCHESTER LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 DECEMBER 2024

4.	Tangible fixed assets

	Improvements to property	Fixtures and fittings	Computer equipment	Total
	£	£	£	£
Cost
At 31 December 2023	112,052	13,563	6,613	132,228
Additions	7,700	312	-	8,012
At 30 December 2024	119,752	13,875	6,613	140,240
Depreciation
At 31 December 2023	112,052	11,850	3,905	127,807
Charge for the year	-	663	974	1,637
At 30 December 2024	112,052	12,513	4,879	129,444
Net book value
At 30 December 2024	7,700	1,362	1,734	10,796
At 30 December 2023	-	1,713	2,708	4,421

Debtors

					2024	2023
					£	£


Trade debtors	161	735
Other debtors	12,499	12,911
Prepayments and accrued income	11,242	11,634
	23,902	25,280

Page 9

REVIV MANCHESTER LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 DECEMBER 2024

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

Bank loans	14,811	24,950
Trade creditors	4,377	36,997
Amounts owed to group undertakings	627,140	507,421
Other taxation and social security	3,930	4,914
Other creditors	461	324
Accruals and deferred income	44,176	25,177
	694,895	599,783

Included within bank loans is £14,811 (2023: £24,950) relating to the Coronavirus Bounce Bank Loan. The loan carried an interest rate of 2.5% per annum. The 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.
Amounts owed to group undertakings are non-interest bearing, unsecured and repayable on demand.

7.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

501 (2023: 501) Ordinary A Shares of £1.00 each	501	501
499 (2023: 499) Ordinary B Shares of £1.00 each	499	499

	1,000	1,000

8.	Pension commitments

The company operates a defined contribution scheme for its employees. There were amounts due at 30 December 2024 of £461 (2023: £324) included in other creditors.

Page 10

REVIV MANCHESTER LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 DECEMBER 2024

Not later than 1 year	65,000	18,750
Later than 1 year and not later than 5 years	-	65,000
	65,000	83,750

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.

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 11