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REGISTERED NUMBER: 02631793 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2025

FOR

DRAGONFLY FOODS LIMITED

DRAGONFLY FOODS LIMITED (REGISTERED NUMBER: 02631793)

CONTENTS OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

Page |

Company Information | 1 |

Balance Sheet | 2 |

Notes to the Financial Statements | 3 |

DRAGONFLY FOODS LIMITED

COMPANY INFORMATION

FOR THE YEAR ENDED 31 JULY 2025

| DIRECTOR: | G G Burton

| S Horikawa

| REGISTERED OFFICE: | Unit 7 King Place

| Hitchcocks Business Park

| Uffculme

| Exeter

| Devon

| EX15 3FH

| REGISTERED NUMBER: | 02631793 (England and Wales)

| AUDITORS: | MCA Audit Limited

| Chartered Accountants and Statutory Auditors

| 7 St. Johns Road

| Harrow

| Middlesex

| HA1 2EY

DRAGONFLY FOODS LIMITED (REGISTERED NUMBER: 02631793)

BALANCE SHEET

31 JULY 2025

31.7.25 | 31.7.24 |

| Notes | £ | £ | £ | £

FIXED ASSETS

Intangible assets | 4 | 3,080 |  | 3,080 |  |

Tangible assets | 5 | 2,005,515 |  | 2,073,321 |  |

2,008,595 |  | 2,076,401 |  |

CURRENT ASSETS

Stocks | 790,092 |  | 594,378 |  |

Debtors | 6 | 1,624,702 |  | 714,898 |  |

Cash at bank and in hand | 431,889 |  | 292,717 |  |

2,846,683 |  | 1,601,993 |  |

CREDITORS

Amounts falling due within one year | 7 | 1,356,704 |  | 992,598 |  |

NET CURRENT ASSETS | 1,489,979 |  | 609,395 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 3,498,574 |  | 2,685,796 |  |

CREDITORS

Amounts falling due after more than one year | 8 | 6,921,186 |  | 9,366,212 |  |

NET LIABILITIES | (3,422,612 | ) | (6,680,416 | ) |

CAPITAL AND RESERVES

Called up share capital | 3,000,625 |  | 625 |  |

Share premium | 1,049,475 |  | 1,049,475 |  |

Retained earnings | (7,472,712 | ) | (7,730,516 | ) |

SHAREHOLDERS' FUNDS | (3,422,612 | ) | (6,680,416 | ) |

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 10 March 2026 and were signed by:

S Horikawa - Director

DRAGONFLY FOODS LIMITED (REGISTERED NUMBER: 02631793)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2025

1. | STATUTORY INFORMATION

| Dragonfly Foods Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is Unit 7 King Place, Hitchcocks Business Park, Uffculme, Exeter, Devon, EX15 3FH. The functional currency of the company is Sterling. The financial statements of the company are consolidated into the group financial statements of Dragonfly Foods Holdings Limited.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| Going concern

| Having considered post year end trading, cash reserves and borrowing facilities, and after making enquires of the parent company, the directors have reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least 12 months from the date these financial statements were approved.

| The directors have prepared forecasts which show that the company will continue its growth trajectory and that the reliance on financial support from the ultimate parent undertaking, received by virtue of loans, will significantly decrease in future periods. Long term loans from group undertakings are due for repayment starting at June 2028.

| The parent company has provided written confirmation that it will continue to provide financial support to the company where required and will not recall the loans in the next 12 months from date of approving this financial statements. As a result, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future and for a period of at least twelve months from the date of approval of these financial statements. Accordingly, the directors consider it appropriate to continue to adopt the going concern basis in preparing the company’s financial statements.

| Related party exemption

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| Turnover

| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

| Intangible assets

| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

| Patents and licences are being amortised evenly over their estimated useful life of three years.

| Development costs are being amortised evenly over their estimated useful life of three years.

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Plant and machinery etc | - | 15% on cost and 10% on cost

| Stocks

| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

| Financial instruments

| The company only enters into basic financial instrument transactions that result in the recognition of

| financial assets and liabilities like trade and other debtors and creditors, loans from banks and

| related parties.

| Taxation

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

| Current or deferred taxation assets and liabilities are not discounted.

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

DRAGONFLY FOODS LIMITED (REGISTERED NUMBER: 02631793)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JULY 2025

2. | ACCOUNTING POLICIES - continued

| Deferred tax

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

| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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

| Hire purchase and leasing commitments

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

| Pension costs and other post-retirement benefits

| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. The pension cost charge represents contributions payable by the company to the fund and amounted to £18,507 (2024 - £15,346) .

| Contributions totalling £3,164 (2024 - £3,194) were payable to the fund at the balance sheet date and are included in creditors.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 37 (2024 - 33 ) .

4. | INTANGIBLE FIXED ASSETS

Other |

intangible |

assets |

| £

| COST

| At 1 August 2024

| and 31 July 2025 | 3,080 |  |

| NET BOOK VALUE

| At 31 July 2025 | 3,080 |  |

| At 31 July 2024 | 3,080 |  |

5. | TANGIBLE FIXED ASSETS

Plant and |

machinery |

etc |

| £

| COST

| At 1 August 2024 | 6,150,778 |  |

| Additions | 153,426 |  |

| Disposals | (123,458 | ) |

| At 31 July 2025 | 6,180,746 |  |

| DEPRECIATION

| At 1 August 2024 | 4,077,457 |  |

| Charge for year | 165,190 |  |

| Eliminated on disposal | (67,416 | ) |

| At 31 July 2025 | 4,175,231 |  |

| NET BOOK VALUE

| At 31 July 2025 | 2,005,515 |  |

| At 31 July 2024 | 2,073,321 |  |

DRAGONFLY FOODS LIMITED (REGISTERED NUMBER: 02631793)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JULY 2025

6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

31.7.25 | 31.7.24 |

| £ | £

| Trade debtors | 857,536 |  | 525,399 |  |

| Amounts owed by group undertakings | - |  | 78,568 |  |

| Other debtors | 767,166 |  | 110,931 |  |

1,624,702 |  | 714,898 |  |

7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

31.7.25 | 31.7.24 |

| £ | £

| Bank loans and overdrafts | 5,556 |  | 5,556 |  |

| Hire purchase contracts (see note 9) | 7,628 |  | 7,628 |  |

| Trade creditors | 439,844 |  | 200,098 |  |

| Amounts owed to group undertakings | 508,919 |  | 488,502 |  |

| Taxation and social security | 26,530 |  | 23,140 |  |

| Other creditors | 368,227 |  | 267,674 |  |

1,356,704 |  | 992,598 |  |

| Included within creditors is an amount due to the parent undertaking, Dragonfly Foods Holdings Limited, comprising unsecured loans which bear interest at rates between 1% and 5% and are repayable on demand only in the event of default.

8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

31.7.25 | 31.7.24 |

| £ | £

| Bank loans | 21,760 |  | 27,316 |  |

| Hire purchase contracts (see note 9) | 2,543 |  | 10,171 |  |

| Amounts owed to group undertakings | 6,896,883 |  | 9,328,725 |  |

6,921,186 |  | 9,366,212 |  |

| Amounts falling due in more than five years:

| Repayable by instalments

| Bank loans more 5 yr by instal | - |  | 5,093 |  |

| During the year, debt of £3,000,000 was converted into equity through the issue of ordinary shares. This resulted in a corresponding increase in share capital and a reduction in liabilities.

| Included within creditors is an amount due to the parent undertaking, Dragonfly Foods Holdings Limited, comprising unsecured loans which bear interest at rates between 1% and 5% and are repayable on demand only in the event of default.

9. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

| Hire purchase |

| contracts |

31.7.25 | 31.7.24 |

| £ | £

| Net obligations repayable:

| Within one year | 7,628 |  | 7,628 |  |

| Between one and five years | 2,543 |  | 10,171 |  |

10,171 |  | 17,799 |  |

DRAGONFLY FOODS LIMITED (REGISTERED NUMBER: 02631793)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 JULY 2025

9. | LEASING AGREEMENTS - continued

Non-cancellable |

operating leases |

31.7.25 | 31.7.24 |

| £ | £

| Within one year | 177,407 |  | 186,277 |  |

| Between one and five years | 709,628 |  | 745,108 |  |

| In more than five years | 1,241,849 |  | 1,676,497 |  |

2,128,884 |  | 2,607,882 |  |

10. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

| The Report of the Auditors was unqualified.

| Pankaj Rajani (Senior Statutory Auditor)

| for and on behalf of MCA Audit Limited

11. | RELATED PARTY DISCLOSURES

| The company has taken advantage of the exemption in FRS 102 from the requirement to disclose transactions with its parent company on the grounds that the company is wholly owned subsidiary.

12. | ULTIMATE CONTROLLING PARTY

| During the year, the company was acquired by Dragonfly Foods Holdings Ltd and is now a wholly owned subsidiary of that company. Dragonfly Foods Holdings Ltd, incorporated in England and Wales, is also the ultimate controlling party. The group financial statements are available from its registered office at Unit 7 King Place Hitchcocks Business Park Uffculme, Exeter, Devon, United Kingdom, EX15 3FH

13. | DEFERRED TAX

| At the balance sheet date, the company has recognised a net deferred tax asset of £608,248 (2024: £nil), which relates primarily to trading losses carried forward, offset by timing differences arising on capital allowances on tangible fixed assets. The directors consider that it is probable that sufficient future taxable profits will be available against which the losses can be utilised.

14. | DEBT TO EQUITY SWAP

| During the year, debt of £3,000,000 was converted into equity through the issue of ordinary shares. This resulted in a corresponding increase in share capital and a reduction in liabilities.