REGISTERED NUMBER: 14486723 (England and Wales)

Financial Statements for the Year Ended 31 December 2024

for

Sapio Sciences UK Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

Mr G McCall

Mr K M Cramer

REGISTERED OFFICE:

C/O Aztec Financial Sercives UK Ltd

Forum 4, Solent Business Park

Parkway South, Whiteley

Fareham

Hampshire

PO15 7AD

BUSINESS ADDRESS:

210 Euston Road

London

NW1 2DA

REGISTERED NUMBER:

14486723 (England and Wales)

FIXED ASSETS

Tangible assets

5

31,105

37,213

CURRENT ASSETS

Debtors

6

2,106,260

608,692

Cash at bank

491,368

271,751

2,597,628

880,443

CREDITORS

Amounts falling due within one year

7

1,698,364

802,615

NET CURRENT ASSETS

899,264

77,828

TOTAL ASSETS LESS CURRENT LIABILITIES

930,369

115,041

PROVISIONS FOR LIABILITIES

8,269

-

NET ASSETS

922,100

115,041

CAPITAL AND RESERVES

Called up share capital

1

1

Retained earnings

922,099

115,040

922,100

115,041

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 25 September 2025 and were signed on its behalf by:

Mr G McCall - Director

1.	STATUTORY INFORMATION

Sapio Sciences 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 US Dollar ($).

2.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

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 the cost less estimated residual value of each asset over its estimated useful life.

Plant and machinery etc

-

33% on cost

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instruments.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes, in effect, a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

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.

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.

Foreign currency

The Financial Statements have been prepared in US Dollars ('USD'), which is the functional and presentation currency of the Company.

Transactions in foreign currencies are translated into USD using the exchange rates prevailing at the dates of transactions. Non-monetary assets and liabilities measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary assets and liabilities measured at fair value are measured using an exchange rate when fair value was determined.

At the period end, monetary assets and liabilities denominated in a foreign currency shall be translated by using the closing rate. All exchange gains or losses on settled transactions and unsettled monetary items shall be reported as part of the profit or loss for the period from ordinary activities.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 20 (2023 - 12 ) .

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

$

COST

At 1 January 2024

48,161

Additions

13,745

At 31 December 2024

61,906

DEPRECIATION

At 1 January 2024

10,948

Charge for year

19,853

At 31 December 2024

30,801

NET BOOK VALUE

At 31 December 2024

31,105

At 31 December 2023

37,213

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as restated

$

$

Trade debtors

733,994

254,113

Amounts owed by group undertakings

847,518

-

Other debtors

524,748

354,579

2,106,260

608,692

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as restated

$

$

Trade creditors

126,420

78,352

Amounts owed to group undertakings

142,864

384,752

Taxation and social security

297,523

38,048

Other creditors

1,131,557

301,463

1,698,364

802,615

Other creditors consists of $1,131,557 (2024: $364,838) relating to accruals and deferred income.

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

The Report of the Auditors was unqualified.

Jonathan Ward ACA FCCA (Senior Statutory Auditor)

for and on behalf of R. M. Chancellor & Company Limited

9.	RELATED PARTY DISCLOSURES

The Company entered into transactions with a fellow wholly owned group company, Sapio Science LLC, during the year. These included the recharge of operating costs and other intercompany transactions such as cash funding support and shared service allocations.

The initial recharge amounted to $6,564,931 based on a 10% markup on costs, consistent with the prior year’s methodology. Following professional transfer pricing advice, a downward adjustment of $1,110,513 was made. Furthermore an adjustment of $478,031 was made as a result of a prior year adjustment made to staff bonuses (see note 7 for further details) resulting in a final net recharge of $5,932,450 (2023: $3,415,029). .

At the year end, the Company had a net receivable balance of $847,517 (2023: $241,889 payable) due from Sapio Sciences LLC. This balance includes amounts arising from transfer pricing recharges, other intercompany funding and settlements and recharges of shared miscellaneous overheads.

In addition, the Company had transactions with its parent undertaking, Jarvis Parent, LP. At the year end, the Company had a balance payable of $142,864 (2023: $142,864) to Jarvis Parent, LP.

10.	ULTIMATE CONTROLLING PARTY

The company is a wholly owned subsidiary of Jarvis Bidco Inc, a company registered in the United States of America whose address is 205 N George St C/O Sapio Sciences Consulting York, PA 17401.

11.	CUMULATIVE TRANSLATION ADJUSTMENT

The Company’s functional currency is the British Pound Sterling (GBP), while the parent company reports its consolidated financial statements in U.S. dollars (USD). In accordance with FRS 102 Section 30 - Foreign currency translation, the financial statements of the Company are translated into USD using the following methodology:

Foreign currency transactions are translated at the spot rate on the transaction date.

At each reporting date, monetary items (e.g. debtors and creditors) are retranslated using the closing rate.

Exchange differences on these retranslations, or on the settlement of monetary items, are recognised in profit.

Exchange differences on non-monetary items (usually only arising on settlement) are recorded in the same place (profit or other comprehensive income) as the gain or loss on the item itself.