REGISTERED NUMBER: 09575301 (England and Wales)

Unaudited Financial Statements

for the Year Ended 31 December 2024

for

BIOS HEALTH LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

Directors:

Cambridge Applied Research Ltd

K K Gupta

Registered office:

8 Bateman Mews

Cambridge

CB2 1NN

Registered number:

09575301 (England and Wales)

Accountants:

Cooper Parry Advisory Limited

Broadwalk House, 5th Floor

5 Appold Street

Broadgate

London

EC2A 2AG

Fixed assets

Intangible assets

4

471,423

493,091

Tangible assets

5

10,650

19,620

Investments

6

60

60

482,133

512,771

Current assets

Debtors

7

873,097

1,245,863

Cash at bank and in hand

453

96,959

873,550

1,342,822

Creditors

Amounts falling due within one year

8

2,068,453

1,255,434

Net current (liabilities)/assets

(1,194,903

)

87,388

Total assets less current liabilities

(712,770

)

600,159

Creditors

Amounts falling due after more than one year

9

13,700,070

13,527,486

Net liabilities

(14,412,840

)

(12,927,327

)

Capital and reserves

Called up share capital

10

10

10

Retained earnings

(14,412,850

)

(12,927,337

)

Shareholders' funds

(14,412,840

)

(12,927,327

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 16 December 2025 and were signed on its behalf by:

Cambridge Applied Research Ltd - Director

1.	Statutory information

BIOS Health 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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.

Going concern

The financial statements have been prepared on the going concern basis. The company incurred losses during the year, however the directors believe that the company has sufficient financial resources to be able to meet its obligations, if and when they become due and that the company can continue in operational existence for a period of at least 12 months from the statement of financial position date. The company will continue to receive financial support from the parent entity until there are sufficient reserves and this is no longer required. On this basis, the directors are of the opinion that they should continue to adopt the going concern basis in preparing the annual financial statements.

Preparation of consolidated financial statements

The financial statements contain information about BIOS Health Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

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 is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue from rendering services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of twenty years.

Computer software is being amortised evenly over its estimated useful life of four years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Short leasehold

-

over remaining life of contract

Fixtures and fittings

-

25% on cost

Computer equipment

-

25% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are initially recognised at cost and reviewed annually for impairment.

Financial instruments

Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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.

Research and development

Revenue expenditure is expensed to the income statement in the period in which it is incurred. Development expenditure that meets the capitalisation requirements described in FRS 102 section 18 paragraph 18.8H is capitalised in the statement of financial position under Intangible Assets. Development expenditure that does not meet the recognition criteria described in FRS 102 section 18 paragraph 18.8H is expensed to the income statement in the period in which it is incurred.

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.

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.

Share based payments

The parent company operates an equity-settled compensation scheme and has granted options to employees of the company. The fair value of the services received in exchange for the grant of the options to employees of the company, is recognised as an expense in the income statement. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each statement of financial position date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement. The credit entry is taken to reserves because the share options are equity-settled and then subsequently reclassified to creditors because the equity awards are fulfilled in the shares of the parent company

Government grants

Government grant income represents grant income received from the University of Minnesota. A grant that does not impose specified future performance-related conditions is recognised in income when the grant proceeds are received or receivable.

In the case of performance-related grants, income is recognised only when the performance -related conditions are met.

Interest payable

Interest payable is recognised in the profit and loss account on an accruals basis using the effective interest method. Interest costs are charged to the profit and loss account in the period to which they relate, regardless of the timing of the related cash flows

3.	Employees and directors

The average number of employees during the year was 16 (2023 - 25 ) .

4.	Intangible fixed assets

Patents and

Computer

licences

software

Totals

£

£

£

Cost

At 1 January 2024

610,430

6,060

616,490

Additions

9,198

-

9,198

At 31 December 2024

619,628

6,060

625,688

Amortisation

At 1 January 2024

117,339

6,060

123,399

Amortisation for year

30,866

-

30,866

At 31 December 2024

148,205

6,060

154,265

Net book value

At 31 December 2024

471,423

-

471,423

At 31 December 2023

493,091

-

493,091

5.	Tangible fixed assets

Fixtures

Short

and

Computer

leasehold

fittings

equipment

Totals

£

£

£

£

Cost

At 1 January 2024

and 31 December 2024

30,190

11,129

127,087

168,406

Depreciation

At 1 January 2024

30,190

10,808

107,788

148,786

Charge for year

-

200

8,770

8,970

At 31 December 2024

30,190

11,008

116,558

157,756

Net book value

At 31 December 2024

-

121

10,529

10,650

At 31 December 2023

-

321

19,299

19,620

6.	Fixed asset investments

Shares in

group

undertakings

£

Cost

At 1 January 2024

and 31 December 2024

60

Net book value

At 31 December 2024

60

At 31 December 2023

60

7.

Debtors: amounts falling due within one year

2024

2023

£

£

Trade debtors

221,081

216,005

Amounts owed by group undertakings

264,603

341,310

Other debtors

387,413

688,548

873,097

1,245,863

8.

Creditors: amounts falling due within one year

2024

2023

£

£

Bank loans and overdrafts

10,000

10,000

Trade creditors

1,022,336

574,238

Taxation and social security

132,073

91,329

Other creditors

904,044

579,867

2,068,453

1,255,434

9.

Creditors: amounts falling due after more than one year

2024

2023

£

£

Bank loans

10,902

20,551

Amounts owed to group undertakings

13,689,168

13,506,935

13,700,070

13,527,486

The company’s outstanding bank loans totalling £20,902 (2023: £30,551) included in the creditors note above are secured by the UK government under the Coronavirus Business Support Scheme.

10.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

100

Ordinary

£0.01p

10

10

11.	Related party disclosures

Related parties

Included within Trade creditors is a balance of £553,822 which is owed to a corporate director of the company (2023: £278,993).The Trade payable balance arises from transactions entered into with the corporate director in the usual course of business for the company's trade. All transactions are carried out on an arm's length basis at standard market terms and credit terms.

Directors/shareholders of a company holding a participating interest

During the year the company held a loan from a director/shareholder of a company holding a participating interest. At the balance sheet date the balance owed was £80,051 (2023: £112,411). The loan carries an interest rate of 19%.

12.	Ultimate controlling party

The immediate and ultimate controlling parent is Cambridge Bio-Augmentation Systems Inc, whose registered office is 2711 Centerville Rd Ste 400, Wilmington 19808, New Castle, United States.

13.	Share-based payment transactions

At the end of the financial year, 1,898,737 options were in issuance (2023:1,898,737). The directors have not recognised a charge in the year due to it being deemed immaterial.