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REGISTERED NUMBER: 08860899 (England and Wales)













FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

FOR

SEVEN BRIDGES GENOMICS UK LTD

SEVEN BRIDGES GENOMICS UK LTD (REGISTERED NUMBER: 08860899)






CONTENTS OF THE FINANCIAL STATEMENTS
for the Year Ended 31 December 2022




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


SEVEN BRIDGES GENOMICS UK LTD

COMPANY INFORMATION
for the Year Ended 31 December 2022







DIRECTORS: H Cobben
M Vitia





REGISTERED OFFICE: 10 John Street
London
WC1N 2EB





REGISTERED NUMBER: 08860899 (England and Wales)





AUDITORS: Oury Clark Chartered Accountants
Statutory Auditors
Herschel House
58 Herschel Street
Slough
Berkshire
SL1 1PG

SEVEN BRIDGES GENOMICS UK LTD (REGISTERED NUMBER: 08860899)

BALANCE SHEET
31 December 2022

31.12.22 31.12.21
Notes £    £   
CURRENT ASSETS
Debtors 4 787,404 527,837
Cash at bank 20,272 6,233
807,676 534,070
CREDITORS
Amounts falling due within one year 5 313,063 130,039
NET CURRENT ASSETS 494,613 404,031
TOTAL ASSETS LESS CURRENT
LIABILITIES

494,613

404,031

CAPITAL AND RESERVES
Called up share capital 7 100 100
Share option reserve 8 - 15,171
Retained earnings 8 494,513 388,760
SHAREHOLDERS' FUNDS 494,613 404,031

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 13 October 2023 and were signed on its behalf by:





H Cobben - Director


SEVEN BRIDGES GENOMICS UK LTD (REGISTERED NUMBER: 08860899)

NOTES TO THE FINANCIAL STATEMENTS
for the Year Ended 31 December 2022

1. STATUTORY INFORMATION

Seven Bridges Genomics UK Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The company's trading address is 70 Cowcross Street, London, EC1M 6EJ.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "small entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has obtained a letter of support from a fellow group company, Topco, Inc. The directors of Topco, Inc have provided a commitment to provide any financial support which may be necessary in order for the company to meet liabilities, as they fall due, being a period in excess of 12 months and one day from the signing of the audit report.

However, Topco, Inc. have only received committed support from the group's ultimate parent company, Summa Equity AB, until 1 July 2024. After this date, there can be no assurance that Topco, Inc. will be able to raise additional funding in order to meet its own liabilities and support Seven Bridges Genomics UK Limited for a period of 12 months and 1 day from the signing of the audit report.

The directors of Topco, Inc. have a reasonable expectation that Topco, Inc. will be able to raise additional funding 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 and 1 day from the date of the audit report on these financial statements. As a result of this and the continued commitment of Topco, Inc. to Seven Bridges Genomics UK Limited, the directors believe the use of the going concern basis is appropriate.

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 calculated on a cost plus 5% basis, and is recharged to a fellow group undertaking. The revenue is recognised when the relevant costs have been accrued.

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.


SEVEN BRIDGES GENOMICS UK LTD (REGISTERED NUMBER: 08860899)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2022

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.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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.

Financial instruments
Basic Financial Instruments as covered by Section 11 of FRS102 are measured at amortised cost. The company does not have any Other Financial Instruments as covered by Section 12 of FRS102.

Share based payments
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services.

The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 11 (2021 - 9 ) .

SEVEN BRIDGES GENOMICS UK LTD (REGISTERED NUMBER: 08860899)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2022

4. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.22 31.12.21
£    £   
Amounts owed by group undertakings 704,986 452,271
Other debtors 82,418 75,566
787,404 527,837

5. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.22 31.12.21
£    £   
Trade creditors 2,125 546
Taxation and social security 37,295 25,309
Other creditors & accruals 273,643 104,184
313,063 130,039

6. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
31.12.22 31.12.21
£    £   
Within one year 9,024 6,987

7. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.22 31.12.21
value: £    £   
1,000 Ordinary £0.10 100 100

8. RESERVES
Share
Retained option
earnings reserve Totals
£    £    £   

At 1 January 2022 388,760 15,171 403,931
Profit for the year 9,236 - 9,236
Share option - 81,346 81,346
Share option exercise 96,517 (96,517 ) -
At 31 December 2022 494,513 - 494,513

SEVEN BRIDGES GENOMICS UK LTD (REGISTERED NUMBER: 08860899)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2022

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

The Report of the Auditors was unqualified.

Emphasis of matter going concern
As a result of the material uncertainty above, we draw attention to an intercompany debtor of £704,986 on the balance sheet. The recoverability of this debt is contingent on the group sourcing additional funding. Our opinion is not modified in respect of this matter.

Amy Enslin (Senior Statutory Auditor)
for and on behalf of Oury Clark Chartered Accountants

As stated above, the report of the auditors was unqualified. It did however contain the following modification:-

"Material uncertainty relating to going concern
We draw attention to note 2 of the financial statements which indicates that the Directors have prepared the financial statements on the going concern basis as a result of group company support. No adjustments have been made to reflect the position if this were not the case.

The company has obtained a letter of support from a fellow group company, Topco, Inc.. However, Topco, Inc. may not receive adequate funding to enable Seven Bridges Genomics UK Ltd to meet its liabilities as they fall due within a period of at least 12 months and 1 day from the signing of the audit report attached to these financial statements.

This gives rise to a material uncertainty which may cast significant doubt as to the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Emphasis of matter
As a result of the material uncertainty above, we draw attention to an intercompany debtor of £704,986 on the balance sheet. The recoverability of this debt is contingent on the group sourcing additional funding. Our opinion is not modified in respect of this matter.."

We would also like to draw your attention to the following statement contained within the audit report as included within the full financial statements:-

"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 a Report of the Auditors 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."

10. ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party.

SEVEN BRIDGES GENOMICS UK LTD (REGISTERED NUMBER: 08860899)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2022

11. ULTIMATE PARENT COMPANY

The parent company is Seven Bridges Genomics Inc, a company registered in the United States of America at 529 Main Street, Suite 6610, Charlestown, MA 02129, United States of America.

The ultimate parent company at the beginning of the year was Ryar Ventures B.V., a company incorporated in the Netherlands. During the year Summa Equity AB., a private equity company incorporated in Sweden, acquired a controlling interest in the top group company thereby becoming the new ultimate parent company of Seven Bridges Genomics UK Ltd.

12. SHARE BASED PAYMENTS

At the beginning of the year ended 31 December 2022 a total of 460,473 Restricted Stock Units had fully vested. A further 680,000 were in issue during the year. No additional Restricted Stock Units were issued in the year. Due to the acquisition in the year all Restricted Stock Units in issue were accelerated thereby recognising a share based payment charge in the year of £81,346 (2021: £15,171). None were outstanding at the year end. The fair valuation methodology utilised was the Black Scholes method, being deemed appropriate due to the relatively straight forward capital structure being assessed. The weighted average fair value of instruments included in the charge for the year was $0.18. The cumulative share based payment reserve was transferred to retained earnings on exercise.