REGISTERED NUMBER: 11295690 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

PREDACTIV UK LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

K Abrahamson

REGISTERED OFFICE:

10 John Street

London

WC1N 2EB

REGISTERED NUMBER:

11295690 (England and Wales)

AUDITORS:

Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

CURRENT ASSETS

Debtors

4

134,387

131,964

CREDITORS

Amounts falling due within one year

5

81,295

83,101

NET CURRENT ASSETS

53,092

48,863

TOTAL ASSETS LESS CURRENT LIABILITIES

53,092

48,863

CAPITAL AND RESERVES

Called up share capital

6

1

1

Retained earnings

53,091

48,862

SHAREHOLDERS' FUNDS

53,092

48,863

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 director and authorised for issue on 13 September 2025 and were signed by:

K Abrahamson - Director

1.	STATUTORY INFORMATION

Predactiv 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.

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 the parent company. The directors of the parent company 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 twelve months and 1 day from the signing of the audit report. As a result of this commitment the director has continued to adopt the going concern basis in preparing these financial statements.

However, the parent company financial statements for the year ended 31 December 2024 contained the following statement:

"The Company has incurred losses since inception and has an accumulated deficit of $104,749,110 at December 31, 2024 The Company has relied primarily on equity and debt financing to sustain operations. Management continues to focus its efforts on securing additional financing, increasing revenue and managing expenditures. In October 2024, the Company refinanced and borrowed $20,000,000 available under a credit agreement (Note 4). As a result, management believes the Company has sufficient resources for the Company to sustain operations through at least April 11, 2026. However, if the Company does not generate sufficient operating cash flows, additional debt or equity financing may be required. There is no assurance if the Company requires additional financing, the financing will be available in the future on terms which are acceptable to the Company, or at all. The consolidated financial statements have not been adjusted for these uncertainties."

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 represents amounts charged to the company's parent company under a services agreement, excluding value added tax. Turnover is recognised when the cost is incurred. Turnover is wholly attributable to the principal activity of the company.

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.

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 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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2023 - 2 ) .

4.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Amounts owed by group undertakings

105,384

101,997

Other debtors

29,003

29,967

134,387

131,964

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade creditors

2,301

1,340

Taxation and social security

28,659

28,623

Other creditors & accruals

50,335

53,138

81,295

83,101

6.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

1

Ordinary

£1

1

1

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

The Report of the Auditors was unqualified.

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 related 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.

We draw attention to Note 2 in the financial statements, which indicates that the company has received a letter of support from the parent company and that the ability of the parent company to obtain additional debt or equity financing to fund its future operations is uncertain. As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the 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 director with respect to going concern are described in the relevant sections of this report."

We would like to draw your attention to the following statement contained within our 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."

8.	ULTIMATE PARENT COMPANY

The immediate and ultimate parent company is Predactiv, Inc. a company registered at 3000 El Camino Real, Building 4, Suite 200, Palo Alto, CA 94306. Predactiv, Inc. is the largest and only group company to prepare consolidated financial statements.