Indegene Healthcare UK Ltd

Notes to the Financial Statements for the period from 7 December 2023 to 31 March 2025

1	General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
5th Floor
10 Fetter Lane
London
EC4A 1BR
United Kingdom

These financial statements were authorised for issue by the Board on 4 September 2025.

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The functional and presentational currency is GBP Sterling (£), being the currency of the primary economic environment in which the company operates in. The amounts are presented rounded to the nearest pound.

Indegene Healthcare UK Ltd

Notes to the Financial Statements for the period from 7 December 2023 to 31 March 2025 (continued)

2	Accounting policies (continued)

Summary of disclosure exemptions

FRS 102 allows a qualifying entity certain disclosure exemptions, subject to certain conditions, which have been complied with. The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applocable in the UK and Republic of Ireland":

- the requirements of Section 7 of Statement of Cash Flows;
- the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 22.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48 (c);
- the requirements of Section 12 Other Financial Instruments paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;
- the requirements of Section 19 Business Combination;
- the requirements of Section 26 Share Based Payments;
- the requirements of Section 33 Related Party Disclosures paragraph 33.7

This information will be included in the consolidated financial statements of Indegene Limited as at 31 March 2025, and these consolidated financial statements may be obtained from E-18, 6th Floor, 156, Everest Building, Pandit Madan Mohan Malviya Marg, Tardeo, Mumbai, India 400034 and the company's website https://www.indegene.com..

Going concern

The company is a wholly owned subsidiary of Indegene Ireland Limited, the immediate parent company, which is ultimately owned by Indegene Limited, a company incorporated in India (collectively known as ‘the Group’) and operates under a cost-plus model, which provides it with a stable revenue stream sufficient to recover its operating costs along with an agreed margin. This contractual arrangement significantly reduces the risk of financial uncertainty.

While the the forecast and annual consolidated budgets are prepared at a Group level, the company is not subject to individual entity-level forecasting. However, given its role within the Group and the nature of its cost-plus operations, the company is expected to continue meeting its liabilities as they fall due in the ordinary course of business.

Furthermore, as a wholly owned subsidiary, the company operates as an integral part of the Group’s overall structure. Based on its current operating model and historical performance, the directors believes there are no material uncertainties that cast significant doubt on the company’s ability to continue as a going concern for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.

Revenue recognition

The company earns revenue from its fellow group companies for the provision of service. The company's service fee is determined based on specified monthly expenses incurred by the company plus an agreed upon mark- up percentage. The company will raise invoices for the costs incurred for rendering these services plus an agreed upon profit margin. Revenue is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably.

Indegene Healthcare UK Ltd

Notes to the Financial Statements for the period from 7 December 2023 to 31 March 2025 (continued)

2	Accounting policies (continued)

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class	Depreciation method and rate
Computer equipment	3 years straight line
Office equipment	5 years straight line

Business combinations

The company applies the merger accounting method for business combinations involving entities or operations under common control, including group restructurings.

Under this method the assets and liabilities of the acquired business are recognised at their existing carrying amounts, without any fair value adjustments or recognition of goodwill. The results of the combined entity are presented as if the combination had taken place from the beginning of the financial year in which the transaction occurred.

Cash and cash equivalents

Cash and cash equivalents comprise balances maintained with bank and are subject to an insignificant risk of change in value.

Indegene Healthcare UK Ltd

Notes to the Financial Statements for the period from 7 December 2023 to 31 March 2025 (continued)

2	Accounting policies (continued)

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Indegene Healthcare UK Ltd

Notes to the Financial Statements for the period from 7 December 2023 to 31 March 2025 (continued)

2	Accounting policies (continued)

Financial instruments

Classification
The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, other receivable and payable from/to related parties and other parties, respectively.

 Recognition and measurement
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other debtors and creditors, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method.

Debt instruments that are payable or receivable within one year, typically trade creditors or debtors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms of financed at a rate of interest that is not a market rate or in case of an out-right short term loan not at a market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

 Impairment
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss if recognised in the Profit and loss account.

For financial assets measured as amortised cost, the impairment loss is measured as the difference between an asset’s carrying amount and the present value of estimated cash flows discounted at the asset’s original effective interest rate. If a financial asset has a variable interest rate, the discounted rate for measuring any impairment loss is the current effective interest rate determined under the contract.

Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.

Indegene Healthcare UK Ltd

Notes to the Financial Statements for the period from 7 December 2023 to 31 March 2025 (continued)

3	Business combination

Effective 1 January 2025, the company entered into an agreement for the “Transfer and Succession of Business” (“the Agreement”) with Indegene UK, a branch of Indegene Limited, its ultimate parent company. Under the terms of the Agreement, the company acquired the business operations of the UK Branch as a going concern, constituting a common control transaction. The acquisition was executed at book value, with total consideration amounting to £ 931,923. The transaction involved the transfer of the branch's trade, assets, and liabilities to the company at book value.

As this was a transaction between entities under common control, it has been accounted for using the merger accounting method. The assets and liabilities of the branch were recognised at their carrying amounts at the date of transfer, and consequently no goodwill has been recognised. The results of the acquired operations are included in the company’s financial statements as on 31 March 2025.

4	Staff numbers

The average monthly number of persons employed by the company (including directors) during the period, was 41. As a consequence of the transfer of the branch on 1st January 2025, of the total 41 employees, 40 employees were transferred to the company.

5	Profit before tax

Arrived at after charging/(crediting)

	From 07 December 2023 to 31 March 2025 £
Depreciation expense	4,862
Other operating lease rentals	108,153

6

Taxation

Tax charged/(credited) in the profit and loss account

	From 07 December 2023 to 31 March 2025 £
Current taxation
UK corporation tax	52,097

Indegene Healthcare UK Ltd

Notes to the Financial Statements for the period from 7 December 2023 to 31 March 2025 (continued)

7	Tangible assets

	Computer equipment £	Office equipment £	Total £
Cost or valuation
Transfer from Branch	78,872	170	79,042
Additions	25,421	-	25,421
At 31 March 2025	104,293	170	104,463
Depreciation
Transfer from Branch	31,958	31	31,989
Charge for the period	4,853	9	4,862
At 31 March 2025	36,811	40	36,851
Carrying amount
At 31 March 2025	67,482	130	67,612

8

Debtors

	Note	31 March 2025 £
Amounts owed by group undertakings*		1,664,844
Other debtors**		292,422
Prepayments		98,827
		2,056,093

*The amounts owed by group undertakings are unsecured, interest free and repayable on demand.

**Included within debtors is a security deposit of £ 165,672, which is not due for repayment within one year.

Indegene Healthcare UK Ltd

Notes to the Financial Statements for the period from 7 December 2023 to 31 March 2025 (continued)

9

Creditors

Creditors: amounts falling due within one year

	Note	31 March 2025 £
Due within one year
Trade creditors		8,074
Amounts owed to group undertakings		642,503
Other creditors		61,728
Taxation and social security		408,914
Accruals and deferred income		257,326
		1,378,545

The amounts owed to group undertakings are unsecured, interest free and repayable on demand.

10	Commitments under operating lease

Operating leases

The total of future minimum lease payments is as follows:

	31 March 2025 £
Not later than one year	345,520
Later than one year and not later than five years	1,216,893
	1,562,413

11	Pension commitments

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge for the period represents contributions payable by the Company to the scheme and amounted to £ 61,728.

Contributions totalling £ 61,728 were payable to the scheme at the end of the period and are included in other creditors.

Indegene Healthcare UK Ltd

Notes to the Financial Statements for the period from 7 December 2023 to 31 March 2025 (continued)

12	Called up share capital

Alloted and fully paid up

	31 March 2025
	No.	£
Ordinary shares of £1 each	932,023	932,023

13	Parent and ultimate parent undertaking

The company's immediate parent is Indegene Ireland Limited, a company incorporated in Ireland.

 The ultimate parent is Indegene Limited, a company incorporated in India.