For the financial year ended 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

Prevayl Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite 3 First Floor, Grove Chambers, 36 Green Lane, Wilmslow, England, SK9 1LD.

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

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

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

As forecast the company has incurred substantial losses in the year to 31st December 2024 and these losses are expected to continue as the company develops.

The company has a number of committed investors and the directors are confident that sufficient funding is available to fund the companies ongoing operation.

The directors have agreed to continue to support the company and the directors are of the opinion that the company will have sufficient facilities to allow it to continue to operate.

On this basis the directors consider it appropriate to prepare the accounts on the going concern basis. The accounts do not include any adjustments that would result from a withdrawal of this support.

Compound financial instruments issued by the company comprise convertible loan notes that can be converted to share capital at the option of the holder, and the number of shares to be issued does not vary with changes in their fair value. The liability component of a compound financial instruments is initially recognised at the fair value of a similar liability that does not have an equity conversion option.

The equity component is initially recognised at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not re-measured subsequent to initial recognition except on conversion or expiry.

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

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 measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

The average monthly number of persons employed by the company during the year was:

Included within other creditors, convertible loan notes have been issued which are convertible into equity at the option of the lender. The debt is convertible into £1 ordinary shares in Prevayl Holdings Limited from 23 March 2021 to the maturity of the debt in March 2028.

Interest accrues on the principal amount at 7.0% per annum, payable quarterly in arrears. The liability element has been accounted for at amortised cost using the effective interest method.

The convertible loan note reserve represents the equity component of the loan at initial issue.

Convertible loan notes with a face value of £7,500,000 (2023 - £7,500,000) are secured by fixed and floating charges over the assets of the company.

The convertible loan note reserve represents the equity component of the convertible loan notes at issue.

The company had operating lease commitments at the year end of £321,957 (2023 - £462,448).

The loan to the director is interest free with no set repayment date.

Included in creditors falling due after more than one year are convertible loans from companies controlled by two of the directors and from an LLP of which three of the directors are partners. The loans from the LLP are secured on the assets of the company.

In addition, at the balance sheet date, loans totalling £6,814,725 (2023 - £5,043,366) we due from subsidiaries. Both loans are interest free and repayable on demand.