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REGISTERED NUMBER: 07624460 (England and Wales)










REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

SYNTHESIS MED CHEM (UK) LIMITED

SYNTHESIS MED CHEM (UK) LIMITED (REGISTERED NUMBER: 07624460)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024




Page

Company Information 1

Report of the Directors 2

Report of the Independent Auditors 3

Statement of Comprehensive Income 7

Balance Sheet 8

Statement of Changes in Equity 9

Notes to the Financial Statements 10


SYNTHESIS MED CHEM (UK) LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2024







DIRECTORS: X Bu
S A Bury
D N Mao



REGISTERED OFFICE: 414 Linen Hall
162-168 Regent Street
London
W1B 5TE



REGISTERED NUMBER: 07624460 (England and Wales)



SENIOR STATUTORY AUDITOR: Martin Neil Jones



INDEPENDENT AUDITORS: Kingly Jones LLP
Chartered Accountants
Statutory Auditor
414 Linen Hall
162-168 Regent Street
London
W1B 5TE

SYNTHESIS MED CHEM (UK) LIMITED (REGISTERED NUMBER: 07624460)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

X Bu
S A Bury
D N Mao

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Report of the Directors and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements 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 company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Kingly Jones LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:





X Bu - Director


1 July 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SYNTHESIS MED CHEM (UK) LIMITED

Opinion
We have audited the financial statements of Synthesis Med Chem (UK) Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, 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 company's affairs as at 31 December 2024 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and the provisions available for small entities, in the circumstances set out in note thirteen to the financial statements, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

The firm has applied the FRC's ethical standard- Provisions available for audits of small entities as outlined in note 12 to the financial statements.

Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Directors has 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the 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; or
- the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SYNTHESIS MED CHEM (UK) LIMITED


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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 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 company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SYNTHESIS MED CHEM (UK) LIMITED


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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 financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the Company, we identified the principal risks of non-compliance with laws and regulations and considered the extent to which non-compliance might have a material effect on the financial statements. We determined that the most significant which are directly relevant to specific assertions in the financial statements are these related to the financial reporting framework including but not limited to United Kingdom Generally Accepted Accounting Practise, Data Protection Act 2018, Bribery Act 2010 and tax legislation.

We understood how the Company is complying with these legal and regulatory frameworks by
- Making enquiries of management
- Carrying out review of Board minutes

In addressing the risk of fraud including the management override of controls and improper income recognition we tested the following:
- Appropriateness of journal entries and other adjustment
- Reviewed application of assessing whatever the judgements made in accounting estimates are indicative of a potential bias
- Application of cut-off and revenue recognition evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business
- Opening balances from the prior year financial statements

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

There are inherent limitations in the audit procedures above, we are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to transactions effected in the financial statement or us not detecting a material misstatement due to fraud, as fraud may involve deliberate concealment by misrepresentation or through collusion.

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Report of the Auditors to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Report of the Auditors. However, future events or conditions may cause the company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SYNTHESIS MED CHEM (UK) LIMITED

- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Report of the Auditors to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Report of the Auditors. However, future events or conditions may cause the company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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.




Martin Neil Jones (Senior Statutory Auditor)
for and on behalf of Kingly Jones LLP
Chartered Accountants
Statutory Auditor
414 Linen Hall
162-168 Regent Street
London
W1B 5TE

2 July 2025

SYNTHESIS MED CHEM (UK) LIMITED (REGISTERED NUMBER: 07624460)

STATEMENT OF COMPREHENSIVE
INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

PERIOD
1/7/22
YEAR ENDED TO
31/12/24 31/12/23
Notes £    £   

TURNOVER 1,299,252 1,129,028

Cost of sales 810,864 639,152
GROSS PROFIT 488,388 489,876

Administrative expenses 470,293 440,498
OPERATING PROFIT 4 18,095 49,378

Interest receivable and similar income 3,706 -
PROFIT BEFORE TAXATION 21,801 49,378

Tax on profit 6 4,310 9,592
PROFIT FOR THE FINANCIAL YEAR 17,491 39,786

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

17,491

39,786

SYNTHESIS MED CHEM (UK) LIMITED (REGISTERED NUMBER: 07624460)

BALANCE SHEET
31 DECEMBER 2024

2024 2023
Notes £    £   
CURRENT ASSETS
Debtors 8 1,413,603 1,419,593
Cash at bank 1,478,582 1,282,710
2,892,185 2,702,303
CREDITORS
Amounts falling due within one year 9 2,800,690 2,628,299
NET CURRENT ASSETS 91,495 74,004
TOTAL ASSETS LESS CURRENT LIABILITIES 91,495 74,004

CAPITAL AND RESERVES
Called up share capital 10 100 100
Retained earnings 11 91,395 73,904
SHAREHOLDERS' FUNDS 91,495 74,004

The financial statements were approved by the Board of Directors and authorised for issue on 1 July 2025 and were signed on its behalf by:





X Bu - Director


SYNTHESIS MED CHEM (UK) LIMITED (REGISTERED NUMBER: 07624460)

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 July 2022 100 34,118 34,218

Changes in equity
Total comprehensive income - 39,786 39,786
Balance at 31 December 2023 100 73,904 74,004

Changes in equity
Total comprehensive income - 17,491 17,491
Balance at 31 December 2024 100 91,395 91,495

SYNTHESIS MED CHEM (UK) LIMITED (REGISTERED NUMBER: 07624460)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1. STATUTORY INFORMATION

Synthesis Med Chem (UK) Limited 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 presentation currency of the financial statements is the Pound Sterling (£).


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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern
The directors have prepared the accounts on a going concern basis having received an undertaking from the Holding Company that they will continue to support the working capital needs of the company as they fall due

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows.

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

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 - 33% on cost
Computer equipment - 15% on cost

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax
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.

Pension costs and other post-retirement benefits
The company makes contributions to employees personal pension plan's. The contributions are charged to the profit and loss account in the period to which they relate.

SYNTHESIS MED CHEM (UK) LIMITED (REGISTERED NUMBER: 07624460)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

3. EMPLOYEES AND DIRECTORS
PERIOD
1/7/22
YEAR ENDED TO
31/12/24 31/12/23
£    £   
Wages and salaries 280,705 324,522
Social security costs 32,633 41,883
Other pension costs 24,365 51,812
337,703 418,217

The average number of employees during the year was as follows:
PERIOD
1/7/22
YEAR ENDED TO
31/12/24 31/12/23

Directors 3 3
Other 2 1
5 4

PERIOD
1/7/22
YEAR ENDED TO
31/12/24 31/12/23
£    £   
Directors' remuneration 124,820 166,595
Directors' pension contributions to money purchase schemes 24,365 51,812

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1 1

4. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

PERIOD
1/7/22
YEAR ENDED TO
31/12/24 31/12/23
£    £   
Foreign exchange differences 21,000 (90,178 )
Unrealised foreign exchange gains during the period - 85,486

5. AUDITORS' REMUNERATION

The Auditors remuneration is disclosed in the group accounts on a consolidated basis.

SYNTHESIS MED CHEM (UK) LIMITED (REGISTERED NUMBER: 07624460)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

6. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
PERIOD
1/7/22
YEAR ENDED TO
31/12/24 31/12/23
£    £   
Current tax:
UK corporation tax - 9,592

Deferred tax 4,310 -
Tax on profit 4,310 9,592

7. TANGIBLE FIXED ASSETS
Fixtures
Plant and and Computer
machinery fittings equipment Totals
£    £    £    £   
COST
At 1 January 2024
and 31 December 2024 19,351 450 966 20,767
DEPRECIATION
At 1 January 2024
and 31 December 2024 19,351 450 966 20,767
NET BOOK VALUE
At 31 December 2024 - - - -
At 31 December 2023 - - - -

8. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade debtors 172,887 178,776
Amounts owed by group undertakings 1,239,009 1,239,264
Other debtors - (154 )
Prepayments and accrued income 1,707 1,707
1,413,603 1,419,593

9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade creditors 7,935 2,696
Amounts owed to group undertakings 2,701,504 2,557,841
Corporation tax 83 83
VAT 58,871 63,897
Other creditors 19,059 -
Accruals and deferred income 13,238 3,782
2,800,690 2,628,299

SYNTHESIS MED CHEM (UK) LIMITED (REGISTERED NUMBER: 07624460)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

10. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
100 Ordinary 1 100 100

11. RESERVES
Retained
earnings
£   

At 1 January 2024 73,904
Profit for the year 17,491
At 31 December 2024 91,395

12. ULTIMATE PARENT COMPANY

Viva Biotech Holdings (incorporated in Cayman Islands ) is regarded by the directors as being the company's ultimate parent company.

The immediate holding company is Synthesis Med Chem (Hong Kong) Limited incorporated in Hong Kong.

13. FRC ETHICAL STANDARD - PROVISIONS AVAILABLE FOR SMALL ENTITIES

In common with many other businesses of our size and nature we use our auditors to prepare and submit returns to the tax authorities and assist with the preparation of the financial statements.

14. ULTIMATE CONTROLLING PARTY

The intermediate holding company is SYNthesis Med Chem ( Hong Kong) Limited, a company registered in Hong Kong. The ultimate holding company is Viva Biotech Holdings Limited, a company incorporated in the Cayman Islands and listed on the Hong Kong Stock Exchange. There is no ultimate controlling party.