The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

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

Lightship Clinical Research Limited is a private company limited by shares incorporated in England and Wales. The registered office is Acre House, 11-15 William Road, London, NW1 3ER, United Kingdom.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £ Sterling.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company recharges costs to its parent entity at a 5% mark-up and as such the company is reliant on the support of its parent entity for its continued activity. The company has net assets of £321,763 at the year-end and a balance of £221,195 owed by the parent company. It is therefore reliant on the parent company’s financial ability to continue to fund its operations. true

It is the intention of the directors to wind up the company within the next 12 months of approving the financial statements. As such, the financial statements have been prepared on a basis other than going concern. The group has sufficient cash resources to enable outstanding liabilities to be settled for an orderly wind up of the company.

Turnover is recognised at the fair value of the consideration received or receivable for services provided to the parent company in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account the transfer pricing agreement between the parent entity and its subsidiary.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payment discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

The costs of short-term employee benefits are recognised as a liability and an expense.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Equity-settled share-based payments and share options are measured at fair value at the date of grant by reference to the fair value using the Directors valuation. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. This estimate is revised at each financial year end. A corresponding adjustment is made to equity.

The expense in relation share options granted to employees of a subsidiary is recognised by the company as a capital contribution from the parent Company.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The fair value of share-based payments is determined at the grant date using a Black-Scholes valuation model. The inputs into the model include an assessment of a range of factors, including an expectation of theoretical share price volatility, a risk- free rate and an estimate of the vesting period. The directors believe based on advice obtained from managements expert that the charge included in the accounts is materially correct. These factors are disclosed in more detail in Note 7.

The average monthly number of persons (including directors) employed by the company during the year was:

The company maintains a share options scheme with a number of its employees. Share options in the ultimate parent company were awarded to individuals by virtue of their employment in Lightship Clinical Research Limited.

The share options have varying grant dates however all have a contractual life of 4 years. 25% of the shares vest after 12 months with the remaining 75% vesting over the following 36 month period. Share options were initially granted to the employees at the date they were employed. On vesting of the share options, shares in the ultimate parent company are awarded to the employee.

None of the share options have been exercised in the current financial year.

The options outstanding at 31 December 2024 had an exercise price ranging from $0.01 to $0.10, and a remaining contractual life of at least 3 years.

The weighted average fair value of options granted in the year was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the “vesting date”).

Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date.

During the year, the company recognised total share-based payment expenses of £275,506 (2023: £270,325) which related to equity settled share based payment transactions.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Emphasis of matter - financial statements prepared on a basis other than going concern

We draw attention to Note 1.2 to the financial statements, which explains that the directors intend to wind up the company within the next 12 months, and therefore they do not consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern as described in Note 1.2. Our opinion is not modified in this respect of this matter.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

The remuneration of key management personnel is as follows.

The ultimate parent company is Lightship Inc., a company incorporated in the state of Delaware in the United States. Its registered office address is 222 N Pacific Coast HWY, El Segundo, CA 90245, United States.