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Registered number: 13881890 MUSCLEFOOD GROUP LTD ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025
MUSCLEFOOD GROUP LTD COMPANY INFORMATION
Directors | N A Preston
| D P Farrelly
| R Lakhanpal
| E S O'Reilly
Registered number | 13881890
Registered office | 23-25 Park Lane Business Park
| Park Lane
| Old Basford
| Nottingham
| NG6 0DW
Independent auditor | Barnes Roffe Audit Limited
| Chartered Accountants & Statutory Auditor
| Leytonstone House
| 3 Hanbury Drive
| London
| E11 1GA
MUSCLEFOOD GROUP LTD CONTENTS
| Page
Group strategic report | 1 - 2
Directors' report | 3 - 5
Independent auditor's report | 6 - 9
Consolidated statement of comprehensive income | 10
Consolidated balance sheet | 11
Company balance sheet | 12
Consolidated statement of changes in equity | 13
Company statement of changes in equity | 14
Consolidated statement of cash flows | 15 - 16
Consolidated analysis of net debt | 17
Notes to the financial statements | 18 - 39
MUSCLEFOOD GROUP LTD GROUP STRATEGIC REPORT FOR THE PERIOD ENDED 31 JULY 2025
Introduction
The directors present their strategic report for the period ended 31 July 2025 for Musclefood Group Limited ("the Company") and its subsidiaries (together "the Group").
Business review
The trading subsidiary Muscle Foods Limited has continued to face challenging trading conditions in recent years. A combination of external factors, including the global pandemic, the conflict in Ukraine and sustained domestic inflation, resulted in supply chain disruption and increased cost pressures. In July 2025, the majority of the shares in Musclefood Group Limited were acquired by We Are Soupa Limited. In the period since then a restructuring review was undertaken in order to simplify the business management, operations and strategic direction The directors are of the opinion that with the planned and implemented changes, the business will have a stable infrastructure and management team in place to ensure business stability and capacity to implement the long-term growth and development plans. 2025 2024 £ £ Revenue 22,982,987 31,277,712 Gross Profit 3,779,417 4,846,801 Gross Profit % 16.4% 15.5% Operating Costs 9,978,199 12,575,310 Profit/Loss Before Tax 1,058,997 (7,735,161) While gross margin improved year-on-year, it remains affected by material cost inflation and the strategic decision not to pass these increases fully onto customers during a period of repositioning and wider economic pressure on consumers. During the period, the Group secured additional investment to support the continued development of the business. With the new strategic plans now in progress, the Directors expect the Group to become self-sufficient within the next two years. Although overall results remain below expectations, the Directors are confident that the actions taken have strengthened the business and will underpin future performance and sustainable growth. Page 1
MUSCLEFOOD GROUP LTD GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 JULY 2025
Principal risks and uncertainties
The principal risks and uncertainties facing the Group continue to include market competition, supply chain volatility and developments in technology. Management monitors these risks on an ongoing basis and has implemented appropriate controls to mitigate their potential impact. Market competition remains a key risk, with competitor activity continually assessed to ensure the Group maintains an appropriate market position. The Group continues to engage closely with customers to safeguard service levels and product quality, while marketing expenditure is monitored to ensure that investment delivers measurable returns. The supply chain environment remains exposed to fluctuations in availability, lead times and input costs. The Group works proactively with its suppliers to maintain quality standards and to reduce the risk of disruption. Product innovation continues to be an important strategic focus, and the Group collaborates with its supply chain to ensure that its customer proposition remains competitive and aligned to market expectations. Technology-related risks are managed through ongoing investment in the Group’s IT infrastructure and business systems. The Group’s platforms provide real-time visibility of trading performance, supporting accurate forecasting and informed operational decision-making. Continued development in these systems is expected to enhance both customer experience and internal efficiency. Given the broader international nature of the supply chain, global economic and geopolitical events continue to present potential risks to availability and cost of raw materials. The insight and support provided by the Group’s shareholders and new ownership structure remain valuable in identifying and managing these wider external risks.
Future developments
A cohesive funded strategy is now in place to optimise the future success of the business in line with market development and growth opportunities. This will be underpinned by new platform developments and focusing on customer service, product diversity and product quality and business efficiency. This report was approved by the board and signed on its behalf.
N A Preston Director
Date: 7 January 2026
Page 2
MUSCLEFOOD GROUP LTD DIRECTORS' REPORT FOR THE PERIOD ENDED 31 JULY 2025 The directors present their report and the financial statements for the period ended 31 July 2025.
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.
Results and dividends
The profit for the period, after taxation, amounted to £785,747 (2024 - loss £8,796,766). No dividends will be distributed for the period ended 31 July 2025.
Directors
The directors who served during the period were:
P A McCarthy (resigned 18 July 2025)
B Perkins (resigned 18 July 2025)
N A Preston (appointed 18 July 2025)
Political contributions The Group made no political donations during the period. Going concern As discussed in the strategic report the business was acquired by the new owners prior to year end. As a result of this the business has commenced a significant restructure and focus on a new strategic direction. Whilst the Group has generated a pre-tax profit of £1,058,997 this was due to the above sale and re-structure. Net liabilities have decreased by £1,885,747 year on year, performance post year end has improved and is expected to continue to improve as we align to the new strategic direction. Page 3
MUSCLEFOOD GROUP LTD DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 JULY 2025 Part of the review involved the preparation of the 2-year cashflow projection and comparison to actual trading results. Management has provided an updated forecast for FY26 and FY27 based upon the performance to date and the revised strategic direction. Based on these projections, the Group is expected to be cash generative in future years and has sufficient means to continue to trade and to meet its ongoing liabilities as and when they fall due. This is dependent upon the Group achieving the forecast results. Revenue is on target with the Group's original budget. Whilst the Group continues to be loss making; management have prepared forecasts that predict that the trading subsidiary, Musclefoods Limited, will return to profitability in FY27 based on a number of initiatives that have commenced to diversify revenue streams and synergy savings across the wider business group. The directors are satisfied that there is sufficient funding in place, to implement the robust plans and therefore the going concern is an appropriate basis for preparation of the accounts. Notwithstanding this assessment, the directors recognise that there are issues which indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern.
Financial instruments
Objectives and policies The Group's principal financial instruments comprise bank balances, trade creditors, trade debtors and hire purchase agreements. The main purpose of these instruments is to finance the Group's operations. Price risk, credit risk, liquidity risk and cash flow risk Liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through careful management of the day to day cashflows. In respect of loans, these comprise loans from hire purchase financing institutions. Interest rates on loans from financial institutions are variable but repayments are fixed. The Group ensures that sufficient funds are available to meet repayments. Trade debtors are managed by policies concerning the credit offered to customers and regular monitoring of amounts outstanding.
Disclosure of information to auditor
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 auditor is 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 auditor is aware of that information.
Auditor
The auditor, Barnes Roffe Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. Page 4
MUSCLEFOOD GROUP LTD DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 JULY 2025 This report was approved by the board and signed on its behalf.
N A Preston Director
Date: 7 January 2026
Page 5
MUSCLEFOOD GROUP LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MUSCLEFOOD GROUP LTD
Opinion
We have audited the financial statements of Musclefood Group Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the period ended 31 July 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated analysis of net debt, 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 July 2025 and of the Group's profit for the period 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 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.
Material uncertainty related to going concern
We draw attention to note 2.3 in the financial statements, which indicates that the ongoing performance of the Group with restraints to cashflows and reliance on parental company support is indicative of material uncertainty regarding the adoption of the going concern basis within the financial statements. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 6
MUSCLEFOOD GROUP LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MUSCLEFOOD GROUP LTD (CONTINUED)
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 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 period 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 7
MUSCLEFOOD GROUP LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MUSCLEFOOD GROUP 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.
Auditor's 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 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 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: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law and regulations, was as follows: ∙The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; ∙We identified the laws and regulations applicable to the Group through discussion with directors and other management, and from our commercial knowledge and experience of the relevant sector; ∙The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group, are as follows; °Companies Act 2006. °FRS102. °Health and Safety legislation. ∙We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing board minutes and inspecting legal correspondence; and ∙Laws and regulations were communicated within the audit team at the planning meeting, and during the audit as any further laws and regulation were identified. Page 8
MUSCLEFOOD GROUP LTD INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MUSCLEFOOD GROUP LTD (CONTINUED) We assessed the susceptibility of the Group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by: ∙Making enquires of management as to where they consider there was susceptibility to fraud, their knowledge of actual suspected and alleged fraud; ∙Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; ∙Reviewing the financial statements and testing the disclosures against supporting documentation; ∙Performing analytical procedures to identify any unusual or unexpected trends or anomalies; ∙Inspecting and testing journal entries to identify unusual or unexpected transactions; ∙Assessing whether judgements and assumptions made in determining significant accounting estimates, including stock obsolescence, depreciation and bad debt provision were indicative of management bias; and ∙Investigating the rationale behind significant transactions, or transactions that are unusual or outside the Group’s usual course of business. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 Auditor's report.
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 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. Nick Bartlett (Senior statutory auditor) for and on behalf of Barnes Roffe Audit Limited Chartered Accountants Statutory Auditor Leytonstone House 3 Hanbury Drive London E11 1GA Date: 7 January 2026 Page 9
MUSCLEFOOD GROUP LTD CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 JULY 2025
| 31 July | 30 June
| 2025 | 2024
Note | £ | £
Turnover | 4 | 22,982,987 | 31,277,712
Cost of sales |  | (19,203,570) | (26,430,911)
Gross profit |  | 3,779,417 | 4,846,801
Administrative expenses |  | (9,978,199) | (12,575,310)
Exceptional administrative expenses | 10 | 7,561,904 | -
Operating profit/(loss) | 5 | 1,363,122 | (7,728,509)
Interest payable and similar expenses | 8 | (304,125) | (6,652)
Profit/(loss) before taxation |  | 1,058,997 | (7,735,161)
Tax on profit/(loss) | 9 | (273,250) | (1,061,605)
Profit/(loss) for the financial period |  | 785,747 | (8,796,766)
Profit/(loss) for the period attributable to: |  |  |
Owners of the Parent Company |  | 785,747 | (8,796,766)
|  | 785,747 | (8,796,766)
The notes on pages 18 to 39 form part of these financial statements.
Page 10
MUSCLEFOOD GROUP LTD REGISTERED NUMBER: 13881890 CONSOLIDATED BALANCE SHEET AS AT 31 JULY 2025
|  | 31 July |  | 30 June
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 11 |  | 347,102 |  | 3,896,375
Tangible assets | 12 |  | 71,432 |  | 186,233
|  |  | 418,534 |  | 4,082,608
Current assets |  |  |  |  |
Stocks | 14 | 629,094 |  | 1,071,756 |
Debtors: amounts falling due after more than one year | 15 | - |  | 273,250 |
Debtors: amounts falling due within one year | 15 | 788,564 |  | 1,073,967 |
Cash at bank and in hand | 16 | 158,482 |  | 39,039 |
|  | 1,576,140 |  | 2,458,012 |
Creditors: amounts falling due within one year | 17 | (2,774,480) |  | (9,206,173) |
Net current liabilities |  |  | (1,198,340) |  | (6,748,161)
Total assets less current liabilities |  |  | (779,806) |  | (2,665,553)
Net liabilities |  |  | (779,806) |  | (2,665,553)
Capital and reserves |  |  |  |  |
Called up share capital | 20 |  | 2,751,365 |  | 2,751,365
Share premium account | 21 |  | 4,999,019 |  | 4,999,019
Capital contribution reserve | 21 |  | - |  | 1,700,000
Profit and loss account | 21 |  | (8,530,190) |  | (12,115,937)
|  |  | (779,806) |  | (2,665,553)
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
N A Preston
Director
Date: 7 January 2026
The notes on pages 18 to 39 form part of these financial statements. Page 11
MUSCLEFOOD GROUP LTD REGISTERED NUMBER: 13881890 COMPANY BALANCE SHEET AS AT 31 JULY 2025
|  | 31 July |  | 30 June
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 13 |  | 2,250,000 |  | 2,250,000
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 15 | 384 |  | 384 |
Creditors: amounts falling due within one year | 17 | (86) |  | (86) |
Net current assets |  |  | 298 |  | 298
Total assets less current liabilities |  |  | 2,250,298 |  | 2,250,298
Net assets |  |  | 2,250,298 |  | 2,250,298
Capital and reserves |  |  |  |  |
Called up share capital | 20 |  | 2,751,365 |  | 2,751,365
Share premium account | 21 |  | 4,999,019 |  | 4,999,019
Other reserves | 21 |  | - |  | 1,700,000
Profit and loss account brought forward |  | (7,200,086) |  | - |
Loss for the period |  | (1,100,000) |  | (7,200,086) |
Transfer from capital contribution reserve to profit and loss |  | 2,800,000 |  | - |
Profit and loss account carried forward |  |  | (5,500,086) |  | (7,200,086)
|  |  | 2,250,298 |  | 2,250,298
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
N A Preston
Director
Date: 7 January 2026
The notes on pages 18 to 39 form part of these financial statements. Page 12

|  | MUSCLEFOOD GROUP LTD |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 JULY 2025
|  | Called up share capital | Share premium account | Other reserves | Profit and loss account | Equity attributable to owners of Parent Company | Total equity
|  | £ | £ | £ | £ | £ | £
| At 1 July 2023 | 2,750,400 | 3,999,685 | 1,250,000 | (3,319,171) | 4,680,914 | 4,680,914
| Loss for the year | - | - | - | (8,796,766) | (8,796,766) | (8,796,766)
| Movement in year | - | - | 450,000 | - | 450,000 | 450,000
| Shares issued during the year | 965 | 999,334 | - | - | 1,000,299 | 1,000,299
| Total transactions with owners | 965 | 999,334 | - | - | 1,000,299 | 1,000,299
| At 1 July 2024 | 2,751,365 | 4,999,019 | 1,700,000 | (12,115,937) | (2,665,553) | (2,665,553)
| Profit for the period | - | - | - | 785,747 | 785,747 | 785,747
| Movement in year | - | - | 1,100,000 | - | 1,100,000 | 1,100,000
| Transfer to/from profit and loss account | - | - | (2,800,000) | 2,800,000 | - | -
| At 31 July 2025 | 2,751,365 | 4,999,019 | - | (8,530,190) | (779,806) | (779,806)
| The notes on pages 18 to 39 form part of these financial statements.
Page 13

|  | MUSCLEFOOD GROUP LTD |
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 JULY 2025
|  | Called up share capital | Share premium account | Other reserves | Profit and loss account | Total equity
|  | £ | £ | £ | £ | £
| At 1 July 2023 | 2,750,400 | 3,999,685 | 1,250,000 | - | 8,000,085
| Loss for the year | - | - | - | (7,200,086) | (7,200,086)
| Movement in year | - | - | 450,000 | - | 450,000
| Shares issued during the year | 965 | 999,334 | - | - | 1,000,299
| At 1 July 2024 | 2,751,365 | 4,999,019 | 1,700,000 | (7,200,086) | 2,250,298
| Comprehensive income for the year |  |  |  |  |
| Loss for the period | - | - | - | (1,100,000) | (1,100,000)
| Movement in year | - | - | 1,100,000 | - | 1,100,000
| Transfer to/from profit and loss account | - | - | (2,800,000) | 2,800,000 | -
| At 31 July 2025 | 2,751,365 | 4,999,019 | - | (5,500,086) | 2,250,298
| The notes on pages 18 to 39 form part of these financial statements.
Page 14

MUSCLEFOOD GROUP LTD CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 JULY 2025
|  |  | 31 July | 30 June
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit/(loss) for the financial period | 785,747 | (8,796,766)
Adjustments for: |  |
Amortisation of intangible assets | 1,627,035 | 3,665,111
Depreciation of tangible assets | 68,048 | 138,834
Loss on disposal of tangible assets | 1,987,936 | -
Interest paid | 304,125 | 6,652
Taxation charge | 273,250 | 1,061,605
Decrease in stocks | 157,355 | 148,925
Decrease in debtors | 626,157 | 6,805
(Decrease)/increase in creditors | (6,410,565) | 2,970,410
Corporation tax received | - | 816,201
Net cash generated from operating activities | (580,912) | 17,777
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (61,056) | (1,250,830)
Purchase of tangible fixed assets | (13,336) | (217,039)
HP interest paid | (3,572) | (6,652)
Net cash from investing activities | (77,964) | (1,474,521)
Page 15
MUSCLEFOOD GROUP LTD CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE PERIOD ENDED 31 JULY 2025
|  | 31 July | 30 June
|  | 2025 | 2024
|  | £ | £
Cash flows from financing activities |  |
New secured loans | 1,100,000 | 1,450,000
Repayment of/new finance leases | (21,128) | (16,361)
Interest paid | (300,553) | -
Net cash used in financing activities | 778,319 | 1,433,639
Net increase/(decrease) in cash and cash equivalents | 119,443 | (23,105)
Cash and cash equivalents at beginning of period | 39,039 | 62,144
Cash and cash equivalents at the end of period | 158,482 | 39,039
Cash and cash equivalents at the end of period comprise: |  |
Cash at bank and in hand | 158,482 | 39,039
| 158,482 | 39,039
The notes on pages 18 to 39 form part of these financial statements.
Page 16
MUSCLEFOOD GROUP LTD CONSOLIDATED ANALYSIS OF NET DEBT FOR THE PERIOD ENDED 31 JULY 2025
| At 1 July 2024 | Cash flows | At 31 July 2025
| £ | £ | £
Cash at bank and in hand | 39,039 | 119,443 | 158,482
Debt due within 1 year | (13,212) | (45,657) | (58,869)
Finance leases | (30,608) | 21,128 | (9,480)
| (4,781) | 94,914 | 90,133
The notes on pages 18 to 39 form part of these financial statements.
Page 17
MUSCLEFOOD GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025
1. | General information
Musclefood Group Limited ("the Company") is a private company, limited by shares, registered in England and Wales. The Company's registered number, registered office and principal place of business can befound on the Company Information page. The Company's principal activity is that of a holding company. The principal activity of the group of which it is the parent company is that of the online retail of high protein meals and goal-based meal subscriptions. 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. Page 18
MUSCLEFOOD GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025 2.Accounting policies (continued)
| 2.3 | Going concern
As discussed in the strategic report the business was acquired by the new owners prior to year end. As a result of this the business has commenced a significant restructure and focus on a new strategic direction. Whilst the Group has generated a pre-tax profit of £1,058,997, it has been acknowledged that this has largely been driven by the above sale and re-structure. Net liabilities have decreased by £1,885,747 year on year, performance post period end has improved and is expected to continue to improve as we align to the new strategic direction. Part of the review involved the preparation of the 2-year cashflow projection and comparison to actual trading results. Management has provided an updated forecast for FY26 and FY27 based upon the performance to date and the revised strategic direction. Based on these projections, the Group is expected to be cash generative in future years and has sufficient means to continue to trade and to meet its ongoing liabilities as and when they fall due. This is dependent upon the Group achieving the forecast results. Revenue is on target with the Group's original budget, although the Group does continue to be loss making. However, management have prepared forecasts that predict that the Group will return to profitability in FY27 based on a number of initiatives that have commenced to diversify revenue streams and synergy savings across the wider business group. The directors are satisfied that there is sufficient funding in place, to implement the robust plans and therefore the going concern is an appropriate basis for preparation of the accounts. Notwithstanding this assessment, the directors recognise that there are issues which indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Page 19
MUSCLEFOOD GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025 2.Accounting policies (continued)
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.5 | 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: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Group has transferred the significant risks and rewards of ownership to the buyer; ∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Revenue from the sale of goods is recognised when the products are dispatched. Page 20
MUSCLEFOOD GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025 2.Accounting policies (continued)
| 2.6 | Operating leases: the Group 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.
| 2.7 | Leased assets: the Group as lessee
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
| 2.8 | 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.
| 2.9 | 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.
| 2.10 | 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. Page 21
MUSCLEFOOD GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025 2.Accounting policies (continued)
| 2.11 | Current and deferred taxation
The tax expense for the period comprises current and deferred tax. 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. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, 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; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. 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 balance sheet date.
| 2.12 | 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. Page 22
MUSCLEFOOD GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025 2.Accounting policies (continued)
| 2.13 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life. Other 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. The estimated useful lives range as follows:
|  |  |  | Computer software | - | 3 | years
|  |  |  | Development expenditure | - | 3 | years
|  |  |  | Goodwill | - | 10 | years
| 2.14 | 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 bases:
|  |  |  | Improvements to property | - | Straight line over 3 years
|  |  |  | Plant and machinery | - | Straight line over 3 to 4 years
|  |  |  | Fixtures and fittings | - | 25% on cost and 15% on cost
|  |  |  | Computer equipment | - | Straight line over 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. Page 23
MUSCLEFOOD GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025 2.Accounting policies (continued)
| 2.15 | Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
| 2.16 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.17 | 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.
| 2.18 | Debtors
Short-term debtors are measured at transaction price, less any impairment.
| 2.19 | 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.
| 2.20 | 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. Page 24
MUSCLEFOOD GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025 2.Accounting policies (continued)
| 2.21 | 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. 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. 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. 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. Page 25
MUSCLEFOOD GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025 2.Accounting policies (continued)
| 2.21 | Financial instruments (continued)
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. Page 26
MUSCLEFOOD GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the Company's and the Group's accounting policies, the directors are required to make certain judgments, 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 the 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 revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. In preparing these financial statements, the directors have made the following judgments and estimates: (a) Intangible fixed assets Intangible fixed assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. The assets are amortised over their useful lives, taking into account residual values. Residual value assessments consider issues such as expected future market conditions, the remaining life of the asset and projected disposal values. Net book value of intangible fixed assets as at 31 July 2025 was £347,102 (30 June 2024 - £3,896,375). The key judgements made are whether the asset qualifies for capitalisation, its useful economic life and whether any impairment should be recognised. (b) Tangible fixed assets Tangible fixes assets are depreciated over the useful lives, taking into account residual values where appropriate. Net book value of tangible fixed assets as at 31 July 2025 was £71,432 (30 June 2024 - £186,233). The key judgement is the useful economic life of the asset and whether any impairment should be recognised. (c) Deferred tax asset A deferred tax assets is recognised in respect of taxable losses carried forward when it is probable that the Group will generate sufficient future taxable profits against which the losses can be offset. The asset is disclosed within the financial statements as being due after more than one year when it is anticipated that the Group will not generate sufficient taxable profits to offset against the losses in the 12 months following the end of the financial reporting period. The key judgement is whether there is any uncertainty over the Group's ability to generate sufficient future profits to utilise the taxable losses it has available and the timing of the utilisation of those losses. (d) Going concern As disclosed in Note 2, going concern is considered a key judgment. Page 27
MUSCLEFOOD GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 31 July | 30 June
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Sale of goods | 22,982,987 | 31,277,712
Analysis of turnover by country of destination:
|  |  |  |  | 31 July | 30 June
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 22,982,987 | 30,781,874
| Europe | - | 495,838
|  | 22,982,987 | 31,277,712
5. | Operating profit/(loss)
| The operating profit/(loss) is stated after charging:
|  |  |  |  | 31 July | 30 June
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Hire of plant and machinery | 91,725 | 79,113
| Amortisation of intangible fixed assets | 1,627,035 | 3,665,111
| Exchange differences | 3,003 | 13,266
| Other operating lease rentals | 438,334 | 402,187
| Depreciation of tangible fixed assets | 68,048 | 138,834
Page 28
MUSCLEFOOD GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025
6. | Auditor's remuneration
| During the period, the Group obtained the following services from the Company's auditor:
|  |  |  |  | 31 July | 30 June
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Audit of the Parent Company | 7,500 | 7,000
| The auditing of accounts of associates of the Company | 26,000 | 24,500
| Taxation compliance services | 3,750 | 3,500
| Accounting services | 10,250 | 10,000
| Research and development services | 27,500 | -
7. | Employees
| Staff costs were as follows:
|  | Group 31 July | Group 30 June
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 2,779,669 | 3,246,336
| Social security costs | 302,353 | 332,168
| Cost of defined contribution scheme | 55,838 | 68,130
|  | 3,137,860 | 3,646,634
| The average monthly number of employees, including the directors, during the period was as follows:
|  |  | Group | Group | Company | Company
|  |  | 31 July | 30 June | 31 July | 30 June
|  |  | 2025 | 2024 | 2025 | 2024
|  |  | No. | No. | No. | No.
|  | Production | 3 | 3 | - | -
|  | Administrative | 35 | 35 | 2 | 3
|  | Sales | 17 | 17 | - | -
|  | Distribution | 37 | 58 | - | -
|  |  | 92 | 113 | 2 | 3
Page 29
MUSCLEFOOD GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025
8. | Interest payable and similar expenses
|  |  |  |  | 31 July | 30 June
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loan interest payable | 249,960 | -
| Other loan interest payable | 50,593 | -
| Finance leases and hire purchase contracts | 3,572 | 6,652
|  | 304,125 | 6,652
9. | Taxation
|  |  |  |  | 31 July | 30 June
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Adjustments in respect of previous periods | - | (40,145)
| Total current tax | - | (40,145)
| Deferred tax |  |
| Movement in provision for unrelieved tax losses | 273,250 | 1,101,750
| Total deferred tax | 273,250 | 1,101,750
|  | 273,250 | 1,061,605
Page 30
MUSCLEFOOD GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025 9.Taxation (continued)
| Factors affecting tax charge for the period/year
| The tax assessed for the period/year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 31 July | 30 June
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit/(loss) on ordinary activities before tax | 1,058,997 | (7,735,161)
| Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 264,749 | (1,933,790)
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 616,601 | 452,927
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | (1,073) | 291,568
| Capital allowances for period/year in excess of depreciation | 13,091 | (6,487)
| Adjustments to tax charge in respect of prior periods | - | (40,145)
| Non-taxable income | (1,890,476) | -
| Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge | - | 58,661
| Surrender of tax losses for R&D tax credit refund | - | (65,135)
| Unrelieved tax losses carried forward | 997,108 | 1,202,256
| Movement in deferred tax | 273,250 | 1,101,750
| Total tax charge for the period/year | 273,250 | 1,061,605
| Factors that may affect future tax charges
The Group has taxable losses of £17,872,678 (2024 - £14,500,980) available for offset against future taxable profits. Page 31
MUSCLEFOOD GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025
10. | Exceptional items
|  |  |  |  | 31 July | 30 June
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditor write-back on sale of parent entity | (7,561,904) | -
| As part of the agreement to dispose of the group, of which the Company is a member, a former fellow group company agreed to write-off certain inter-company trade balances totalling £7,271,432 and to settle further, non-group, liabilities totalling £290,471 on behalf of the Company.
11. | Intangible assets
| Group
|  | Development expenditure | Goodwill | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 July 2024 | 9,175,695 | 2,333,185 | 11,508,880
| Additions | 61,056 | - | 61,056
| Disposals | (8,693,018) | - | (8,693,018)
| At 31 July 2025 | 543,733 | 2,333,185 | 2,876,918
| Amortisation |  |  |
| At 1 July 2024 | 5,279,320 | 2,333,185 | 7,612,505
| Charge for the period on owned assets | 1,627,035 | - | 1,627,035
| On disposals | (6,709,724) | - | (6,709,724)
| At 31 July 2025 | 196,631 | 2,333,185 | 2,529,816
| Net book value |  |  |
| At 31 July 2025 | 347,102 | - | 347,102
| At 30 June 2024 | 3,896,375 | - | 3,896,375
Page 32
MUSCLEFOOD GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025
12. | Tangible fixed assets
| Group
|  | Short-term leasehold property | Plant and machinery | Fixtures and fittings | Other fixed assets | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 July 2024 | 438,068 | 248,523 | 121,345 | 133,977 | 941,913
| Additions | - | 2,046 | 9,799 | 1,491 | 13,336
| Disposals | - | (168,627) | (74,498) | (99,180) | (342,305)
| At 31 July 2025 | 438,068 | 81,942 | 56,646 | 36,288 | 612,944
| Depreciation |  |  |  |  |
| At 1 July 2024 | 437,796 | 143,073 | 70,145 | 104,666 | 755,680
| Charge for the period on owned assets | 272 | 30,684 | 20,590 | 16,502 | 68,048
| Disposals | - | (121,625) | (61,411) | (99,180) | (282,216)
| At 31 July 2025 | 438,068 | 52,132 | 29,324 | 21,988 | 541,512
| Net book value |  |  |  |  |
| At 31 July 2025 | - | 29,810 | 27,322 | 14,300 | 71,432
| At 30 June 2024 | 272 | 105,450 | 51,200 | 29,311 | 186,233
| The net book value of land and buildings may be further analysed as follows:
|  |  |  |  | 31 July | 30 June
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Short leasehold | - | 272
Page 33
MUSCLEFOOD GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025
13. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 July 2024 | 2,250,000
| Additions | 1,100,000
| Amounts written off | (1,100,000)
| At 31 July 2025 | 2,250,000
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Muscle Foods Limited | Same as the Company | Ordinary | 100%
| Musclefood (Ireland) Limited | Block 4, Unit 2, FotaBusiness Park,Kilacolyne, Carrigtwohill,Cork, T45 EH50, Ireland | Ordinary | 100%
| The aggregate of the share capital and reserves as at 31 July 2025 and the profit or loss for the period ended on that date for the subsidiary undertakings were as follows:
| Name | Aggregate of share capital and reserves | Profit/(Loss)
|  | £ | £
| Muscle Foods Limited | (733,452) | 902,285
| Musclefood (Ireland) Limited | (1,252,884) | (170,535)
Page 34
MUSCLEFOOD GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025
14. | Stocks
|  | Group 31 July | Group 30 June
|  | 2025 | 2024
|  | £ | £
| Finished goods and goods for resale | 629,094 | 1,071,756
| The difference between purchase price or production cost of stocks and their replacement cost is not material.
15. | Debtors
|  | Group 31 July | Group 30 June | Company 31 July | Company 30 June
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Due within one year |  |  |  |
| Trade debtors | 516,874 | 578,234 | - | -
| Other debtors | 33,586 | 73,358 | 384 | 384
| Prepayments and accrued income | 238,104 | 422,375 | - | -
|  | 788,564 | 1,073,967 | 384 | 384
16. | Cash and cash equivalents
|  | Group 31 July | Group 30 June
|  | 2025 | 2024
|  | £ | £
| Cash at bank and in hand | 158,482 | 39,039
Page 35
MUSCLEFOOD GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025
17. | Creditors: Amounts falling due within one year
|  | Group 31 July | Group 30 June | Company 31 July | Company 30 June
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade creditors | 1,393,764 | 8,049,329 | - | -
| Other taxation and social security | 681,428 | 346,428 | - | -
| Obligations under finance lease and hire purchase contracts | 9,480 | 30,608 | - | -
| Other creditors | 464,619 | 545,170 | 86 | 86
| Accruals and deferred income | 225,189 | 234,638 | - | -
|  | 2,774,480 | 9,206,173 | 86 | 86
18. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  | Group 31 July | Group 30 June
|  | 2025 | 2024
|  | £ | £
| Within one year | 9,480 | 30,608
| Net obligations under hire purchase contracts due within and after one year are secured over the assets to which they relate.
19. | Deferred taxation
| Group
|  | 2025
|  | £
| At beginning of year | 273,250
| Charged to profit or loss | (273,250)
| At end of year | -
Page 36
MUSCLEFOOD GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025 19.Deferred taxation (continued)
|  | Group 31 July | Group 30 June
|  | 2025 | 2024
|  | £ | £
| Tax losses carried forward | - | 273,250
20. | Share capital
|  |  |  |  | 31 July | 30 June
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 8,000 (2024 - 8,000) A Ordinary shares of £0.01 each | 80 | 80
|  | 128,520 (2024 - 101,220) B Ordinary shares of £0.01 each | 1,285 | 1,012
|  | 2,750,000 (2024 - 2,750,000) C Ordinary shares of £1.00 each | 2,750,000 | 2,750,000
|  | 0 (2024 - 27,300) Ordinary shares of £0.01 each | - | 273
|  |  | 2,751,365 | 2,751,365
| On 09 December 2024, 27,300 Ordinary shares were reclassified as 27,300 B Ordinary shares of £0.01 each. The Ordinary, A Ordinary and B Ordinary shares of £0.01 each have attached to them full voting and dividend rights. The C shares of £1.00 each do not have attached to them voting and dividend rights. No class of share confers any right of redemption. The rights attached to each class of share on an exit are as defined in the Company's Articles of Association.
21. | Reserves
Share premium account This includes any premiums received on issue of share capital. Other reserves This reserve included further funding provided by investors to the Group, in addition to that recognised in respect of shares issued, totalling £1,100,000 in the period. On acquisition of the Group in July 2025, the former group company which had provided the funds waived the right to these funds and therefore the capital contribution reserve of £2,800,000 has been reclassified to the profit and loss reserve per the terms of the disposal. Profit and loss account This reserve includes all current and prior period retained profits and losses net of dividends paid and other adjustments which are considered distributable. Page 37
MUSCLEFOOD GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025
22. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £55,838 (2024 - £68,130). Contributions totaling £8,869 (2024 - £13,212) were payable to the fund at the balance sheet date and are included in creditors.
23. | Commitments under operating leases
| At 31 July 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group 31 July | Group 30 June
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 302,273 | 388,264
| Later than 1 year and not later than 5 years | 944,602 | 1,078,956
| Later than 5 years | - | 56,013
|  | 1,246,875 | 1,523,233
24. | Related party transactions
| The Company has taken advantage of the exemption available under FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' not to disclose related party transactions with wholly owned group companies. The Group undertook transactions with companies under the control of two of the directors of the Group (Key management personnel) as follows:
|  | 2025 | 2024
|  | £ | £
| Key management personnel |  |
| Purchase of services |  | 103,373
| Rent paid | 74,120 | 65,930
| Other related parties |  |
| Sales | 205,457 | 79,429
| Purchases | 5,382,624 | 4,653,965
| Amount due to related party | 36,292 | 4,169,881
|  | 5,698,493 | 9,072,578
Page 38
MUSCLEFOOD GROUP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 JULY 2025
25. | Controlling party
Following the acquisition of the Company in July 2025, the immediate parent undertaking is now We Are Soupa Ltd, a company incorporated in England and Wales.
Page 39