ACCOUNTS - Final Accounts

Registered number: 15300712

LITTLE LION HOLDINGS LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

LITTLE LION HOLDINGS LTD

COMPANY INFORMATION

Directors	Thomas Maguire (appointed 21 November 2023)
	Edition Capital Directors Limited (appointed 3 May 2024)


Registered number	15300712


Registered office	22-32 Shaftesbury Avenue
	London
	England
	W1D 7EU


Independent auditors	Harris & Trotter LLP
	101 New Cavendish Street
	1st Floor South
	London
	W1W 6XH

LITTLE LION HOLDINGS LTD

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 6
Independent Auditors' Report	7 - 10
Consolidated Statement of Comprehensive Income	11
Consolidated Balance Sheet	12
Company Balance Sheet	13
Consolidated Statement of Changes in Equity	14
Company Statement of Changes in Equity	15
Consolidated Statement of Cash Flows	16 - 17
Consolidated Analysis of Net Debt	18
Notes to the Financial Statements	19 - 35

LITTLE LION HOLDINGS LTD

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors present their Group Strategic Report together with the audited financial statements for the year ended 31 December 2024.

Business review

Key objectives for 2024 were to drive sales to record breaking levels and enact operational efficiencies to manage costs. Collectively this placed the business in a strong position to fundraise and grow during 2025.

Performance Summary*

* The company acquired The Ents Inc Group during Q2 2024. The above table illustrates full year performance across the new consolidated group, differing to the financial statements that follow which show The Ents Inc Group being consolidated from date of acquisition.
Group turnover increased by 20% to £11.66m (2023: £9.72m) while EBITDA increased by 12% to £2.24m (2023: £2.02m)
The year on year profit increase was driven by revenue growth, partially offset by inflationary cost pressures. Revenue primarily grew through the full year impact of Arcade Arena, which opened in September 2023. Our established Crystal Maze attractions also experienced revenue growth by widening our demographic appeal and realising the sales conversion benefits of transitioning to a bespoke online ticketing platform from Q4.

Principal risks and uncertainties

The Company’s principal business risks are consumer and business confidence due to economic sentiment. The impact of general cost inflation has driven consumers to behave in a more considered manner when spending on leisure. The Government Budget announced in 2024 and enacted in April 2025 has markedly increased staff costs for all businesses, but SMEs in particular. This has impacted smaller group corporate sales demand and dented confidence in general.
In terms of new openings, there is a further risk of being unable to identify structurally appropriate sites to launch new attractions.
The Company’s principal financial risk is operating cash flow imbalance due to the above factors.
The Directors do not consider liquidity or currency risks to be of significance.

Financial key performance indicators

The Company considers its key performance indicators to be:
• EBITDA margin growth
• Consumer revenue per cap
• Corporate revenue mix growth
• ROIC

Page 1

LITTLE LION HOLDINGS LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

This report was approved by the board on 29 September 2025 and signed on its behalf.

Thomas Maguire

Director

Page 2

LITTLE LION HOLDINGS LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments 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 Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The principal activity of the Company is designing, developing, creating and operating immersive theatre and video-game brand attractions.

Page 3

LITTLE LION HOLDINGS LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Results and dividends*

The loss for the year, after taxation, amounted to £2,497,393 (2023 - profit £243,414).

* The company acquired The Ents Inc Group during Q2 2024. The above table illustrates full year performance across the new consolidated group
** The company wrote off in full £2.91m of debt relating to a former Group entity which was de-merged during 2023.
Dividends paid during the year amounted to £Nil (2023: £Nil). The directors do not recommend the payment of a final dividend.
2024 encapsulated another remarkable year for the Little Lion Group. The Group has continued to evolve and thrive in a dynamic marketplace, driven by unwavering commitment to operational excellence, innovation and delivering exceptional value for the entertainment provided to clients.
Little Lion delivered its strongest financial performance since its conception and secured the foundations for accelerated expansion, including 12% EBITDA growth.
The completion of the acquisition of The Ents Inc brought significant synergies and was fundamental to the development of the Company’s growth strategy. The addition of Arcade Arena attractions, with their portfolio of gaming brands such a Chaos Karts, PAC-MAN and more to come, have created a cutting-edge conduit to low Cap Ex, low Op Ex sites, which are highly profitable and can be rolled out quickly.
Meanwhile the original immersive attractions, The Crystal Maze Experiences, continue to go from strength to strength, with YOY growth in top line revenue, as they drive into a 10th anniversary year in 2025/26. A 10-year rights extension and addition of worldwide options for this brand were also secured in 2024.

Directors

The directors who served during the year were:

Thomas Maguire (appointed 21 November 2023)

Edition Capital Directors Limited (appointed 3 May 2024)

Page 4

LITTLE LION HOLDINGS LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Future developments

In 2025, the Group secured a substantial new funding package from a commercial bank to support expansion plans and the development of new content for the Arcade Arena platform.
The Company has identified 4 key pillars for future growth;
1) Own & Operate
The Group remains focused on pursuing high-growth opportunities through owned and operated venues, offering full control and leveraging its expertise for optimal performance.
Key areas of focus include expanding the UK estate, evaluating opportunities in North America, and exploring selective growth in Europe where conditions are favourable.
2) Game Development
Arcade Arena’s adaptable content provides a strong competitive advantage, enabling sustained consumer engagement and long-term market relevance.
Key initiatives include launching innovative new content with global partners, expanding international reach through new franchise agreements, and the successful rebranding of venues under the Arcade Arena platform.
These advancements will solidify Arcade Arena’s position as a market leader in innovative and sustainable entertainment experiences.
3) Franchises
The franchising model continues to deliver strong financial returns and global brand reach, complementing the Group’s owned operations.
Building on past success, the Group will expand its international franchising activities, with dedicated resource now focused on generating new partnerships across key global markets. Arcade Arena will be the lead brand, supported by other established titles.
4) Optimising Existing Estate
The Group’s established brands remain central to profitability and will continue to generate strong cash flow.
Long-term brand partnerships have been secured on favourable terms, ensuring continued strength of the existing portfolio. The Group is committed to reinvesting in flagship venues, optimising operations, and working with key stakeholders to sustain the success of its estate.

Qualifying third party indemnity provisions
As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying third-party indemnity provision as defined by section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force.

Page 5

LITTLE LION HOLDINGS LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditors, Harris & Trotter LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 29 September 2025 and signed on its behalf.

Thomas Maguire

Director

Page 6

LITTLE LION HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LITTLE LION HOLDINGS LTD

Opinion

We have audited the financial statements of Little Lion Holdings Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is 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).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the parent 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.

Page 7

LITTLE LION HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LITTLE LION HOLDINGS LTD (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are 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.

Opinion 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors' Report 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.

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

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

∙the parent Company 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.

Page 8

LITTLE LION HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LITTLE LION HOLDINGS LTD (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 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 directors are responsible for assessing the Group's and the parent 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 Group or the parent 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 an Auditors' 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 Group 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:

The objectives of our audit are to identify and assess the risks of material misstatement of the financial
statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of
material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent
limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may
not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:
• We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the
industry in which it operates. We determined that the following laws and regulations were most significant: FRS
102 and the Companies Act 2006.
• We obtained an understanding of how the Company is complying with those legal and regulatory frameworks
by making enquiries of management.
• We challenged assumptions and judgments made by management in its significant accounting estimates.
We did not identify any key audit matters relating to irregularities, including fraud.

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 Auditors' Report.

Page 9

LITTLE LION HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LITTLE LION HOLDINGS LTD (CONTINUED)

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 an Auditors' 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.

Daniel Walters (Senior Statutory Auditor)

for and on behalf of

Harris & Trotter LLP

101 New Cavendish Street

1st Floor South

London

W1W 6XH

29 September 2025

Page 10

LITTLE LION HOLDINGS LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024
Note	£


Turnover	5	11,162,121
Cost of sales		(3,532,592)
Gross profit		7,629,529
Administrative expenses		(9,834,187)
Exceptional administrative expenses		(377,041)
Operating (loss)/profit	6	(2,581,699)
Interest receivable and similar income	9	2,157
Interest payable and similar expenses		(22,454)
(Loss)/profit before taxation		(2,601,996)
Tax on (loss)/profit	11	104,603
(Loss)/profit for the financial year		(2,497,393)


Profits attributable to previous owners of subsidiaries acquired during the year		(66,949)
Other comprehensive income for the year		(66,949)
Total comprehensive income for the year		(2,564,342)

(Loss)/profit for the year attributable to:
Owners of the parent Company		(2,497,393)
		(2,497,393)

Total comprehensive income for the year attributable to:
Owners of the parent Company		(2,564,342)
		(2,564,342)

The notes on pages 19 to 35 form part of these financial statements.

Page 11

LITTLE LION HOLDINGS LTD

REGISTERED NUMBER: 15300712

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024
Note		£

Fixed assets
Intangible assets	13		48,519
Tangible assets	14		3,829,134
			3,877,653
Current assets
Stocks	16	54,229
Debtors	17	1,365,474
Cash at bank and in hand	18	217,488
		1,637,191
Creditors: amounts falling due within one year	19	(3,640,651)
Net current (liabilities)/assets			(2,003,460)
Total assets less current liabilities			1,874,193
Creditors: amounts falling due after more than one year	20		(905,810)

Net assets			968,383

Capital and reserves
Called up share capital	23	1,732
Revaluation reserve	24	209,902
Other reserves	24	1,143,622
Merger reserve	24	7,584,542
Profit and loss account	24	(7,971,415)
Equity attributable to owners of the parent Company		968,383
		968,383

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.

Thomas Maguire

Director

The notes on pages 19 to 35 form part of these financial statements.

Page 12

LITTLE LION HOLDINGS LTD

REGISTERED NUMBER: 15300712

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024
Note		£

Fixed assets
Investments	15		2,091
			2,091

Creditors: amounts falling due within one year	19	(359)
Net current (liabilities)/assets			(359)
Total assets less current liabilities			1,732


Net assets			1,732

Capital and reserves
Called up share capital	23	1,732
		1,732

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.

Thomas Maguire

Director

The notes on pages 19 to 35 form part of these financial statements.

Page 13


		LITTLE LION HOLDINGS LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Revaluation reserve	Other reserves	Merger reserve	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 January 2024	1	209,902	1,143,622	-	(5,407,073)	(4,053,548)
Comprehensive income for the year
Loss for the year	-	-	-	-	(2,497,393)	(2,497,393)
Current year profits attributable to previous owners of subsidiaries	-	-	-	-	(66,949)	(66,949)
Shares issued during the year	1,731	-	-	-	-	1,731
Subsidiary share premium reallocation	-	-	-	7,584,542	-	7,584,542
At 31 December 2024	1,732	209,902	1,143,622	7,584,542	(7,971,415)	968,383

The notes on pages 19 to 35 form part of these financial statements.

Page 14

LITTLE LION HOLDINGS LTD

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Total equity
	£	£
At 1 January 2024	1	1
Shares issued during the year	1,731	1,731
At 31 December 2024	1,732	1,732

The notes on pages 19 to 35 form part of these financial statements.

Page 15

LITTLE LION HOLDINGS LTD

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024
			£

Cash flows from operating activities
(Loss)/profit for the financial year	(2,497,393)
Adjustments for:
Amortisation of intangible assets	29,683
Depreciation of tangible assets	2,416,692
Interest paid	22,454
Interest received	(2,157)
(Increase)/decrease in stocks	(15,560)
Decrease in debtors	1,401,601
(Decrease)/increase in creditors	(3,276,468)
TR debt write off	2,799,006
Net cash generated from operating activities	877,858

Cash flows from investing activities
Purchase of intangible fixed assets	(32,712)
Purchase of tangible fixed assets	(2,181,444)
Interest received	2,157
HP interest paid	(22,454)
Net cash from investing activities	(2,234,453)
Cash flows from financing activities
Issue of ordinary shares	1,731
New secured loans	300,896
Repayment of/new finance leases	144,618
Other reserves movements from acquisition	892,463
Net cash used in financing activities	1,339,708
Net (decrease)/increase in cash and cash equivalents	(16,887)
Cash and cash equivalents at beginning of year	49,326
Cash and cash equivalents at the end of year	32,439

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	217,488
Bank overdrafts	(185,049)
	32,439

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LITTLE LION HOLDINGS LTD

Page 17

LITTLE LION HOLDINGS LTD

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024


At 1 January 2024	Cash flows	At 31 December 2024
£	£	£

Cash at bank and in hand	124,747	92,741	217,488
Bank overdrafts	(75,421)	(109,628)	(185,049)
Debt due after 1 year	(743,661)	(112,943)	(856,604)
Debt due within 1 year	(460,026)	(356,703)	(816,729)
Finance leases	(32,950)	(133,717)	(166,667)
	(1,187,311)	(620,250)	(1,807,561)

The notes on pages 19 to 35 form part of these financial statements.

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LITTLE LION HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Little Lion Holdings Limited is a private company, limited by shares, registered in England and Wales, registration number 15300712.
The principal activity of the Company is that of a holdings company. The principal activity of the Group is designing, developing, creating and operating an immersive theatre attraction.
The financial statements are presented in Sterling, which is the functional currency of the company.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 31 December 2023.

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LITTLE LION HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.4

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.7

Borrowing costs

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

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LITTLE LION HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

2.9

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 balance sheet date in the countries where the Company and the Group operate and generate income.

2.10

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.12

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.

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LITTLE LION HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using a variety of methods as below..

Depreciation is provided on the following basis:

Plant and machinery	-	Straight line basis - 7 years
Fixtures and fittings	-	Reducing balance - 10%
Computer equipment	-	Straight line basis - 3 years

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.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.14

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. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet 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.

2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.16

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 22

LITTLE LION HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.18

Financial instruments

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

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other 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 Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

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

Page 23

LITTLE LION HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.18

Financial instruments (continued)

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.

Basic 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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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.

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.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group 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 Group will continue to recognise the value of the portion of the risks and rewards retained.

Page 24

LITTLE LION HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.18

Financial instruments (continued)

Derecognition of financial liabilities

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

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions about the carrying values of assets and the liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historic experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptioons are reviewed on an ongoing basis. Revision to accounting estimates are recognised in the period in which the estimates is revised if the revision affects only that period, or in the period of the revisions and future periods if the revision affects both current and future periods.

4.	Basis of preparation – Group restructuring and first-time consolidation

As at 31 December 2024, a new group structure was established involving the incorporation of Little Lion Holdings Limited, which became the parent undertaking of the group during the year. This restructuring resulted in the formation of a new group that did not exist in the prior year.
Accordingly, these consolidated financial statements are the first set of financial statements prepared for the newly formed group and present the results and financial position of the group for the year to 31 December 2024.
As there was no group in existence as at or for the year ended 31 December 2023, no consolidated comparative figures have been presented. The directors consider this presentation to be the most appropriate to reflect the substance of the group’s formation and is in accordance with the requirements of FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland.
Merger accounting principles have been applied in preparation of the consolidated accounts. Under these principles financial statements are prepared under the basis that the group has always existed.
The brought forward balances within the Statement Of Changes In Equity show the consolidated reserves of the 2023 group subsidiaries as at 1st January 2024. These balances agree to the former holding company's 2023 financial statements (Little Lion Entertainment Limited). The brought forward balances within the notes to the financial statements include the 2023 group subsidiaries position as at this date.

Page 25

LITTLE LION HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

5.	Turnover
	An analysis of turnover by class of business is as follows:
		2024
		£

	Sales from ordinary activities	9,035,934
	Other income	149,330
	Photo and merchandise sales	370,879
	Bar sales	1,605,978
		11,162,121

Analysis of turnover by country of destination:

					2024
					£

	United Kingdom	11,162,121
		11,162,121

6.	Operating (loss)/profit
	The operating (loss)/profit is stated after charging:
		2024
		£

	Research & development charged as an expense	177,638
	Exchange differences	88

7.	Auditors' remuneration
	During the year, the Group obtained the following services from the Company's auditors:
		2024
		£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements

60,000

Page 26

LITTLE LION HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Employees
	Staff costs were as follows:

		Group
		2024
		£


	Wages and salaries	3,150,241
	Social security costs	242,051
	Cost of defined contribution scheme	41,218
		3,433,510

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.		No.

Directors	4	-	4	-
Employees	51	-	-	-

	55	0	4	0

9.	Interest receivable
		2024
		£

	Other interest receivable	2,157
		2,157

10.	Interest payable and similar expenses
		2024
		£

	Finance leases and hire purchase contracts	22,454
		22,454

Page 27

LITTLE LION HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Taxation

		2024
		£

	Corporation tax
	Theatre tax relief received	(83,940)
	Video game tax relief received	(20,663)
		(104,603)

	Total current tax	(104,603)

	Deferred tax
	Total deferred tax	-


		(104,603)

	Factors affecting tax charge for the year
	The tax assessed for the year is the same as (2023 - the same as) the standard rate of corporation tax in the UK of 25% (2023 - 23.3%) as set out below:
					2024
					£

Loss on ordinary activities before tax

(2,497,393)

	Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%	(624,348)
	Effects of:
	Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	23,550
	Capital allowances for year in excess of depreciation	74,968
	Theatre tax relief	(20,985)
	Video game tax relief	(5,166)
	Unrelieved tax losses carried forward	447,378
	Total tax charge for the year	(104,603)

Factors that may affect future tax charges

There are no known factors which may affect future tax charges.

Page 28

LITTLE LION HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Exceptional items
		2024
		£

	Actor settlement fees	61,789
	Professional advice pertaining to group restructuring	50,136
	Patent infringement costs	251,476
	TTR Lobbying fees	9,000
	Series B fundraising costs	4,640
		377,041

13.	Intangible assets
	Group and Company

		Computer software
		£
	Cost
	At 1 January 2024	96,380
	Additions	32,712
	At 31 December 2024	129,092
	Amortisation
	At 1 January 2024	72,158
	Charge for the year on owned assets	8,415
	At 31 December 2024	80,573
	Net book value
	At 31 December 2024	48,519

Page 29

LITTLE LION HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Tangible fixed assets
	Group

	Plant and machinery	Fixtures and fittings	Computer equipment	Assets under construction	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2024	4,090,504	2,776,207	143,115	-	7,009,826
Additions	2,633,650	1,605,479	24,903	11,015	4,275,047
Disposals	(615,110)	(727,396)	-	-	(1,342,506)
At 31 December 2024	6,109,044	3,654,290	168,018	11,015	9,942,367
Depreciation
At 1 January 2024	2,768,993	1,820,920	87,116	-	4,677,029
Charge for the year on owned assets	1,693,430	242,742	21,268	-	1,957,440
Disposals	(48,841)	(472,395)	-	-	(521,236)
At 31 December 2024	4,413,582	1,591,267	108,384	-	6,113,233
Net book value
At 31 December 2024	1,695,462	2,063,023	59,634	11,015	3,829,134

15.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	Additions	2,091
	At 31 December 2024	2,091

Page 30

LITTLE LION HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Little Lion Entertainment Limited	22-32 Shaftesbury Avenue, London, England, W1D 7EU	Ordinary	100%
Little Lion Manchester Limited	22-32 Shaftesbury Avenue, London, England, W1D 7EU	Ordinary	100%
Little Lion International Limited	22-32 Shaftesbury Avenue, London, England, W1D 7EU	Ordinary	100%
The Ents Inc Limited	22-32 Shaftesbury Avenue, London, England, W1D 7EU	Ordinary	100%
Chaos Karts International Limited	22-32 Shaftesbury Avenue, London, England, W1D 7EU	Ordinary	100%
Chaos Karts 1 Limited	22-32 Shaftesbury Avenue, London, England, W1D 7EU	Ordinary	100%
Chaos Karts Manchester Limited	22-32 Shaftesbury Avenue, London, England, W1D 7EU	Ordinary	87%
Little Lion Entertainment (Proc) Limited	22-32 Shaftesbury Avenue, London, England, W1D 7EU	Ordinary	100%
Little Lion Group Limited	22-32 Shaftesbury Avenue, London, England, W1D 7EU	Ordinary	100%

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

Little Lion Entertainment Limited	506,366	(1,678,001)
Little Lion Manchester Limited	811,555	(232,527)
Little Lion International Limited	(1,180,170)	(1,396,199)
The Ents Inc Limited	(313,180)	(201,653)
Chaos Karts International Limited	(100,889)	2,777
Arcade Arena Manchester Limited	86,880	38,237
Chaos Karts Manchester Limited	244,961	(12,912)
Little Lion Entertainment (Proc) Limited	1	-
Little Lion Group Limited	1	-

Page 31

LITTLE LION HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Stocks
		Group	Company
		2024	2024
		£	£

	Finished goods and goods for resale	54,229	-

The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 32

LITTLE LION HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.

Debtors

		Group
		2024
		£


	Due within one year
	Trade debtors	51,583
	Amounts owed by group undertakings	486
	Other debtors	780,683
	Prepayments and accrued income	532,722
		1,365,474

18.	Cash and cash equivalents
		Group
		2024
		£

	Cash at bank and in hand	217,488
	Less: bank overdrafts	(185,049)
		32,439

19.	Creditors: Amounts falling due within one year
		Group	Company
		2024	2024
		£	£

Bank overdrafts	185,049	-
Bank loans	641,682	-
Trade creditors	664,143	-
Amounts owed to group undertakings	-	359
Other taxation and social security	363,963	-
Obligations under finance lease and hire purchase contracts	117,462	-
Other creditors	187,754	-
Accruals and deferred income	1,480,598	-
	3,640,651	359

Page 33

LITTLE LION HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.	Creditors: Amounts falling due after more than one year
		Group
		2024
		£

	Bank loans	856,605
	Net obligations under finance leases and hire purchase contracts	49,205
		905,810

21.	Loans
	Analysis of the maturity of loans is given below:
		Group
		2024
		£

	Amounts falling due within one year
	Bank loans	641,682
	Amounts falling due 1-2 years
	Bank loans	667,613
	Amounts falling due 2-5 years
	Bank loans	188,991

		1,498,286

22.	Financial instruments
		Group
		2024
		£

	Financial assets
	Financial assets measured at fair value through profit or loss	217,488

Page 34

LITTLE LION HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

23.	Share capital
		2024
		£

		Allotted, called up and fully paid

		1,732 (2023 - ) Ordinary Shares shares of £1.00 each	1,732

24.

Reserves

Share premium account

The share premium account is used to record the aggregate amount or value of premiums paid when the company's shares are issued at an amount excess of the nominal value

Revaluation reserve

This revaluation reserve is used to revalue fixed assets so that they reflect the current market value.

Other reserves

This reserve relates to the recognition of the net liability position of a 100% subsidiary company which was disposed of during the previous year

Merger Reserve

Merger reserve represents the difference between the nominal value of shares issued and the fair value of consideration received in a group reconstruction accounted for under the merger accounting principles of FRS 102.

Profit and loss account

The reserves relates to the cumulative profit earned by the company less amounts distributed to shareholders.

Page 35