Company registration number 13012226 (England and Wales)
APEEL SCIENCES UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
APEEL SCIENCES UK LIMITED
CONTENTS
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
APEEL SCIENCES UK LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Current assets
Debtors
4
1,790,223
662,076
Cash at bank and in hand
20,729
54,790
1,810,952
716,866
Creditors: amounts falling due within one year
5
(1,607,636)
(597,813)
Net current assets
203,316
119,053
Capital and reserves
Called up share capital
7
1
1
Capital contribution reserve
193,795
105,190
Profit and loss reserves
9,520
13,862
Total equity
203,316
119,053

The directors of the company have elected not to include a copy of the income statement 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.

The financial statements were approved by the board of directors and authorised for issue on 7 October 2025 and are signed on its behalf by:
J Du
Director
Company registration number 13012226 (England and Wales)
APEEL SCIENCES UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Share capital
Capital contribution reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2023
1
40,930
12,650
53,581
Year ended 31 December 2023:
Profit for the financial year
-
-
1,212
1,212
Capital contributions
-
64,260
-
0
64,260
Balance at 31 December 2023
1
105,190
13,862
119,053
Year ended 31 December 2024:
Loss for the financial year
-
-
(4,342)
(4,342)
Capital contributions
-
88,605
-
0
88,605
Balance at 31 December 2024
1
193,795
9,520
203,316

Share capital

Called up share capital reserve represents the nominal value of the shares issued.

Capital contribution reserve

Capital contribution reserve represents the amounts advanced to the company by the parent company, in respect of share based payments (see note 6).

Profit and loss reserves

Profit and loss reserves represents cumulative profits and losses, net of dividends paid and adjustments.

APEEL SCIENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
1
Accounting policies
Company information

Apeel Sciences UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 280 Bishopsgate, London, EC2M 4AG.

1.1
Accounting convention

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 a mounts in these financial statements are rounded to the nearest £.

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

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

Apeel Sciences UK Limited is a indirectly wholly owned subsidiary of Apeel Technology, Inc. and the results of Apeel Sciences UK Limited are included in the consolidated financial statements of Apeel Technology, Inc. which are available from 71 South Los Carneros Road, Goleta, California 93117, USA.

1.2
Going concern

The directors consider that it is appropriate to adopt the going concern basis in preparing the financial statements on the basis of the continued financial support of the parent company,true Apeel Technology, Inc. The directors have received confirmation that Apeel Technology, Inc. intends to support the company for at least 12 months after these financial statements were signed.

The parent is expected to have sufficient liquidity over the 12 months from the date of signing these financial statements under stress tested forecast. If the support of Apeel Technology, Inc. ceased, then the company would need to seek alternative finance in order to be able to remain as a going concern. The financial statements do not include the adjustments that would result if the company is unable to continue as a going concern.

However, the directors have also concluded that the circumstances surrounding the group represent a material uncertainty that may cast significant doubt on the parent’s, and therefore, the company’s ability to continued as a going concern.

APEEL SCIENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.3
Turnover

Revenue represents the transaction price specified with the group companies for services provided in the ordinary course of the business. Turnover for the services to group companies is recognised based on cost plus and agreed mark up.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial instruments

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 statement of financial position 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

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.

Classification of financial liabilities

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

Basic financial liabilities, including creditors and loans from group companies, 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 paymen ts 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.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.6
Equity instruments

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.

1.7
Taxation

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

APEEL SCIENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.8
Employee benefits

T he costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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.

The other staff cost relates to the cross charge form the parent company.

1.9
Retirement benefits

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separately from the company in independently administered funds.

1.10
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes option pricing model. 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. The share options to which the share-based payment relate, are in the parent company. As such the corresponding adjustment is made to the capital contribution reserve within equity.

APEEL SCIENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 6 -

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

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.

1.11
Foreign exchange

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.

2
Judgements and key sources of estimation uncertainty

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.

Management does not believe there to be any critical judgements or key sources of estimation uncertainty which have a significant effect on the amounts recognised in the financial statements.

3
Employees

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

2024
2023
Number
Number
Total
4
2
4
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
1,580,467
490,579
Other debtors
12,999
9,366
Prepayments and accrued income
196,757
162,131
1,790,223
662,076
APEEL SCIENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
4
Debtors
(Continued)
- 7 -

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

5
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
6,600
-
0
Amounts owed to group undertakings
1,478,853
505,548
Taxation and social security
55,957
41,307
Other creditors
66,226
50,958
1,607,636
597,813

Amounts owed to group undertakings consist of intercompany loans, which are unsecured, bears interest and repayable on demand.

6
Share-based payment transactions

The company offers an employee benefit in the form of a stock incentive plan, through which certain employees have received awards granting them the right to purchase equity in the parent company, Apeel Technology, Inc. Employees of the company were granted 170,000 (2023: 33,000) share based payment awards during the year, taking the total issued awards to 396,750 (2023: 226,750)

7
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
1
1
1
1
8
Audit report information

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.

Senior Statutory Auditor:
Daniel Wesolowski
Statutory Auditor:
FLB Audit LLP
Date of audit report:
7 October 2025
9
Related party transactions

The company is exempt from disclosing other related party transactions as they are with other companies that are wholly owned within the Apeel Technology, Inc. group.

APEEL SCIENCES UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
10
Parent company

The immediate parent undertaking is Apeel Netherlands B.V., a company incorporated in Netherland.

The ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is Apeel Technology, Inc. a company incorporated in Delaware, USA.

Copies of the Apeel Technology, Inc. consolidated financial statements can be obtained from the Company Secretary at 71 South Los Carneros Road, Goleta, California 93117, USA.

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