Company registration number 10921061 (England and Wales)
Sappi Biotech UK Limited
Annual report and financial statements
For the year ended 30 September 2025
Sappi Biotech UK Limited
Company information
Directors
Mr S Blyth
Mr L Kruyshaar
Company number
10921061
Registered office
The Wilton Centre
Wilton
Redcar
Cleveland
TS10 4RF
Auditor
Henderson Loggie LLP
The Vision Building
20 Greenmarket
Dundee
DD1 4QB
Sappi Biotech UK Limited
Contents
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 5
Income statement
6
Statement of financial position
7
Statement of changes in equity
8
Notes to the financial statements
9 - 22
Sappi Biotech UK Limited
Directors' report
for the year ended 30 September 2025
- 1 -

The directors present their annual report and financial statements for the year ended 30 September 2025.

Principal activities

The principal activity of the company is to undertake research, experimental activities and process development in the bio-products area.

Results and dividends

The results for the year are set out on page 6.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr S Blyth
Mr L Kruyshaar
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Small companies exemption

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

The directors have also take advantage of the small companies exemption provided by section 414B of the Companies Act 2006 not to prepare a strategic report.

On behalf of the board
Mr S Blyth
Director
9 February 2026
Sappi Biotech UK Limited
Directors' responsibilities statement
for the year ended 30 September 2025
- 2 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Sappi Biotech UK Limited
Independent auditor's report
to the members of Sappi Biotech UK Limited
- 3 -
Opinion

We have audited the financial statements of Sappi Biotech UK Limited (the 'company') for the year ended 30 September 2025 which comprise the income statement, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 30 September 2025 and of its loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating 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.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the directors' report has been prepared in accordance with applicable legal requirements.

Sappi Biotech UK Limited
Independent auditor's report
to the members of Sappi Biotech UK Limited (continued)
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report and the directors' r eport.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit; or

- the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, are detailed below.

As part of our planning process:

- We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. Management informed us that there were no instances of known, suspected or alleged fraud;

- We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: Compliance with patent law; health and safety; the Data Protection Act 2018; employment law (including payroll and pension regulations); and compliance with the UK Companies Act;

- We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetrated, and tailored our risk assessment accordingly; and

- Using our knowledge of the company, together with the discussions held with management at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

Sappi Biotech UK Limited
Independent auditor's report
to the members of Sappi Biotech UK Limited (continued)
- 5 -

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

- Inquiries with management about any known or suspected instances of non-compliance with laws and regulations and fraud;

- Reviewing key policies and procedures in place over data protection and health and safety;

- Reviewing the patent applications in the year;

- Inspecting the most recent internal audit report for any deficiencies in processes or controls;

- Challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to the recognition of rates used in ROU assets, the carrying value of tangible and intangible assets, the estimation of accruals, and the treatment of share options; and

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness.

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). For instance, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the auditor is to become aware of it or to recognise the non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 an auditor's report 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.

Blair Davidson (Senior Statutory Auditor)
For and on behalf of Henderson Loggie LLP, Statutory Auditor
Chartered Accountants
The Vision Building
20 Greenmarket
Dundee
DD1 4QB
9 February 2026
Sappi Biotech UK Limited
Income statement
for the year ended 30 September 2025
- 6 -
2025
2024
Notes
£
£
Administrative expenses
(757,124)
(758,349)
Other operating income
64,355
41,240
Operating loss
3
(692,769)
(717,109)
Finance costs
5
(915,139)
(1,130,930)
Loss before taxation
(1,607,908)
(1,848,039)
Tax on loss
6
-
0
-
0
Loss and total comprehensive income for the financial year
16
(1,607,908)
(1,848,039)

The income statement has been prepared on the basis that all operations are continuing operations.

Sappi Biotech UK Limited
Statement of financial position
as at 30 September 2025
- 7 -
2025
2024
Notes
£
£
£
£
Non-current assets
Intangible assets
7
201,433
225,247
Property, plant and equipment
8
117,183
140,497
318,616
365,744
Current assets
Trade and other receivables
9
112,440
80,859
Current liabilities
Trade and other payables
10
18,211,088
16,594,079
Taxation and social security
242
8,221
Lease liabilities
11
45,550
39,190
18,256,880
16,641,490
Net current liabilities
(18,144,440)
(16,560,631)
Total assets less current liabilities
(17,825,824)
(16,194,887)
Non-current liabilities
Lease liabilities
11
(16,732)
(37,383)
(16,732)
(37,383)
Net liabilities
(17,842,556)
(16,232,270)
Equity
Called up share capital
14
100,000
100,000
Share option reserve
(5,035)
(2,657)
Retained earnings
16
(17,937,521)
(16,329,613)
Total equity
(17,842,556)
(16,232,270)

These financial statements have been prepared 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 9 February 2026 and are signed on its behalf by:
Mr S Blyth
Director
Company registration number 10921061 (England and Wales)
Sappi Biotech UK Limited
Statement of changes in equity
for the year ended 30 September 2025
- 8 -
Share capital
Share option reserve
Retained earnings
Total
Notes
£
£
£
£
Balance at 1 October 2023
100,000
(18,740)
(14,481,574)
(14,400,314)
Year ended 30 September 2024:
Loss and total comprehensive income
-
-
(1,848,039)
(1,848,039)
Recognition of equity-settled share-based payments in the year
-
(5,894)
-
(5,894)
Amounts paid during the year for share options
-
21,977
-
21,977
Balance at 30 September 2024
100,000
(2,657)
(16,329,613)
(16,232,270)
Year ended 30 September 2025:
Loss and total comprehensive income
-
-
(1,607,908)
(1,607,908)
Recognition of equity-settled share-based payments in the year
-
(27,196)
-
(27,196)
Amounts paid during the year for share options
-
24,818
-
24,818
Balance at 30 September 2025
100,000
(5,035)
(17,937,521)
(17,842,556)
Sappi Biotech UK Limited
Notes to the financial statements
for the year ended 30 September 2025
- 9 -
1
Accounting policies
Company information

Sappi Biotech UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Wilton Centre, Wilton, Redcar, Cleveland, TS10 4RF.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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 £.

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

The company has taken advantage of the following disclosure exemptions under FRS 101:

- the requirements of IFRS 7 Financial Instruments: Disclosures;

- the requirements of paragragh 45(b) and 46-52 of IFRS 2 Share based payments;

- the requirements of paragraphs 10(d), 16, 38A to 38D, 111 and 134-136 of IAS 1 Presentation of Financial Statements;

- the requirements of IAS 7 Statement of Cash Flows;

- the requirements of paragraph 17 of IAS 24 Related Party Disclosures; and

- the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

Where required, equivalent disclosures are given in the group accounts of Sappi Limited. The group accounts of Sappi Limited are available to the public and can be obtained as set out in note 17.

1.2
Going concern

Due to the net liabilities of £1 7,842,556 (2024 - £1 6,232,270) at the year end, the directors have obtained written support from Sappi Papier Holdings GmbH, the immediate parent company, which commits to providing financial support to the company for the foreseeable future to enable the company to meet its liabilities as they fall due.
Based on the financial assessments made by the directors and having regard to the resources available to the company, including the ongoing financial support of the group, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements.

Sappi Biotech UK Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
1
Accounting policies (continued)
- 10 -
1.3
Goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is subsequently reversed if, and only if, the reasons for the impairment loss have ceased to apply. Amortisation on the following basis:

Goodwill 10% straight line

1.4
Intangible assets other than goodwill

Patents and licences expenditure are capitalised to the extent that the the technical, commercial and financial feasibility. Patents and licences are amortised on the following basis:

Patents and licences 10% straight line

1.5
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
Straight line over contractual lease period (33% straight line)
Plant and equipment
10% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.6
Impairment of tangible and intangible assets

At each reporting end date, the company reviews the carrying amounts of its intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

Sappi Biotech UK Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
1
Accounting policies (continued)
- 11 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

Impairment of financial assets

Financial assets, other than those measured at fair value through profit or loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

Sappi Biotech UK Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
1
Accounting policies (continued)
- 12 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.8
Financial liabilities

The company recogni s es financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, t rade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.9
Equity instruments

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

1.10
Taxation

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

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 is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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.

Sappi Biotech UK Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
1
Accounting policies (continued)
- 13 -

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.

1.11
Employee benefits

The 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 inventories or non-current 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.

1.12
Retirement benefits

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

1.13
Share-based payments

The c ompany issues equity-settled payments to certain employees. Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, together with a corresponding increase in equity, based upon the c ompany's estimate of the shares that will eventually vest.

Fair value has been calculated by actuaries. The expected life used in the model has been adjusted, based on management's best estimate, for the non-transferability, exercise restrictions and behavioural considerations.

Where the terms of an equity-settled transaction are modified, as a minimum an expense is recognised as if the terms have not been modified. In addition, an expense is recognised for any increase in the value of transaction as a result of modification, as measured at the date of modification.

Where an equity-settled transaction is cancelled, it is treated as if it had vested on the date of the cancellation, and any expense not yet recognised for the transaction is recognised immediately. However, if a new transaction is substituted for the cancelled transaction and designated as a replacement transaction on the date that it is granted, the cancelled and hew transactions are treated as if they were a modification of the original transaction, as described in the previous paragraph.

1.14
Leases

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

Sappi Biotech UK Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
1
Accounting policies (continued)
- 14 -

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, and is periodically reduced by impairment losses, if any.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is re assessed at each financial period end to reflect lease modifications and any changes to the factors considered at initial measurement, as set out above. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

1.15
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.

Sappi Biotech UK Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
- 15 -
2
Critical accounting estimates and judgements

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, if the revision affects only that period, or in the period of the revision and future periods if 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 outlined below.

Critical judgements
Useful economic lives and impairment of intangible assets

The annual amortisation charge for in tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on the duration of patents in place, economic utilisation and technological advancement. For the consideration of impairment, see note 1.6.

Useful economic lives and impairment of tangible assets

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on the duration of leases in place, economic utilisation and the physical condition of the assets. For the consideration of impairment, see note 1.6.

Accruals

Management estimate s accruals using post year end information and information available from detailed budgets. This identifies costs that are expected to be incurred for goods and services provided by other parties. Accruals are only released when there is a reasonable expectation that these costs will not be invoiced in the future.

Share based payments

An employee of the company has been granted performance shares by the parent company, Sappi Limited. The company makes use of exemption in section 8 of FRS 101 to account for the expense based on a reasonable allocation of the parent company's total expense. The company has calculated its allocation of the parent company's total expense based on the fair value of vested performance shares of all employees who have spent time working for the company in the year. See note 14.

Sappi Biotech UK Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
- 16 -
3
Operating loss
2025
2024
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
3,475
(103)
Research and development costs
59,005
113,069
Fees payable to the company's auditor for the audit of the company's financial statements
14,200
13,375
Depreciation of property, plant and equipment
57,787
46,583
Amortisation of intangible assets (included within administrative expenses)
41,561
40,535
Share-based payments
24,818
21,977
4
Employees

The average monthly number of persons employed by the company during the year was:

2025
2024
Number
Number
6
5

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
351,475
358,728
Social security costs
19,989
28,035
Pension costs
18,583
15,294
390,047
402,057
5
Finance costs
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
748,024
1,068,548
Interest on lease liabilities
4,055
4,736
Interest on other loans
163,060
57,646
915,139
1,130,930
Sappi Biotech UK Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
- 17 -
6
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
-
-
-
0
-
0

The charge for the year can be reconciled to the loss per the income statement as follows:

2025
2024
£
£
Loss before taxation
(1,607,908)
(1,848,039)
Expected tax credit based on a corporation tax rate of 25% (2024: 25%)
(401,977)
(462,010)
Effect of expenses not deductible in determining taxable profit
60
47
Unutilised tax losses carried forward
418,006
472,252
Research and development tax credit
(16,089)
(10,289)
Taxation charge for the year
-
-

On the basis of taxable losses carried forward at the year end of £8,765,881 (2024 - £8,341,541) and a lack of clarity as to when these losses will be utilised going forward, a deferred tax asset has not been recognised on the portion of these losses amounting to £8,765,881 (2024 - £8,307,761) which exceed the amount required to offset deferred tax liabilities at 30 September 2025. Were an asset recognised it would amount to £2,191,470 (2024 - £2,076,940).

Sappi Biotech UK Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
- 18 -
7
Intangible fixed assets
Goodwill
Patents & licences
Total
£
£
£
Cost
At 30 September 2024
7,648,000
407,740
8,055,740
Additions - purchased
-
0
17,747
17,747
At 30 September 2025
7,648,000
425,487
8,073,487
Amortisation and impairment
At 30 September 2024
7,648,000
182,493
7,830,493
Charge for the year
-
0
41,561
41,561
At 30 September 2025
7,648,000
224,054
7,872,054
Carrying amount
At 30 September 2025
-
0
201,433
201,433
At 30 September 2024
-
0
225,247
225,247
Sappi Biotech UK Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
- 19 -
8
Property, plant and equipment
Leasehold land and buildings
Plant and equipment
Total
£
£
£
Cost
At 1 October 2024
116,368
80,882
197,250
Additions
34,100
373
34,473
At 30 September 2025
150,468
81,255
231,723
Accumulated depreciation and impairment
At 1 October 2024
42,016
14,737
56,753
Charge for the year
48,881
8,906
57,787
At 30 September 2025
90,897
23,643
114,540
Carrying amount
At 30 September 2025
59,571
57,612
117,183
At 30 September 2024
74,352
66,145
140,497
9
Trade and other receivables
2025
2024
£
£
VAT recoverable
15,833
5,098
Amounts owed by related parties
11,048
8,629
Other receivables
59,466
37,238
Prepayments and accrued income
26,093
29,894
112,440
80,859
10
Trade and other payables
2025
2024
£
£
Trade payables
1,919
27,419
Amounts owed to fellow group undertakings
18,137,925
16,411,079
Accruals and deferred income
71,244
155,581
18,211,088
16,594,079
Sappi Biotech UK Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
- 20 -
11
Lease liabilities
2025
2024
Maturity analysis of lease payments
£
£
Within one year
45,550
39,190
In two to five years
16,732
37,383
Total undiscounted liabilities
62,282
76,573

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2025
2024
£
£
Current liabilities
45,550
39,190
Non-current liabilities
16,732
37,383
62,282
76,573
12
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
18,583
15,294

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Sappi Biotech UK Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
- 21 -
13
Share-based payments

During the year ended 30 September 2025, the following share based remuneration plans were in place, the Sappi Limited Performance Share Incentive Plan ("Plan") and the Sappi Limited Share Incentive Trust ("Trust").

During the year employees were offered 4,900 (2024 - 5,100) performance shares and nil (2024 - nil) share options.

Under the rules of the Plan, participants who are officers and other employees of the company may be awarded conditional contracts to acquire ordinary shares for no cash consideration. The conditional contracts are subject to performance criteria being met or exceeded after the fourth anniversary date for ordinary shares to be allotted or transferred to the participants of the Plan. Should the performance criteria not be met, the number of shares allotted are adjusted downwards from 100% to 75%, or 50%, or none depending on the degree of not meeting the criteria. The performance criteria, which entails a benchmarking of Sappi Limited's performance against an appropriate peer group of companies, is set by Sappi Limited's board at the offer date for each conditional share award.

Under the rules of the Scheme, share options entitle the participant to purchase one ordinary share per share option and Scheme shares entitle the participant to enter into a loan with the Scheme to acquire Sappi Limited shares at a specific issue price. The scheme shares are registered in the participant's name and pledged to the Scheme as security for the loan. Upon payment of the loan, the scheme shares become unsecured Sappi Limited shares owned by the participant. The amount payable by a participant is the closing price at which shares are traded on the JSE Limited on the trading date immediately preceding the date upon which the board authorised the grant of the opportunity to acquire relevant share options or scheme shares, as the case may be.

13
Share-based payments
Number of share options
Average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 October 2024
13,100
15,800
-
-
Granted in the period
4,900
5,100
-
-
Forfeited in the period
-
0
(7,800)
-
-
Outstanding at 30 September 2025
18,000
13,100
-
-

The weighted average share price at the date of exercise for share options exercised during the year was £1 (2024 - £2).

Sappi Biotech UK Limited
Notes to the financial statements (continued)
for the year ended 30 September 2025
13
Share-based payments (continued)
- 22 -
Options outstanding
Share options outstanding at the end of the year have the following expiry dates and exercise prices:
2025
2024
Grant date
Expiry date
Exercise price
Number
Number
18 November 2021
19 November 2031
N/a
4,200
4,200
18 November 2022
18 November 2032
N/a
3,800
3,800
20 November 2023
20 December 2027
N/a
5,100
5,100
20 November 2024
20 November 2038
N/a
4,900
-
18,000
13,100
Expenses
Related to equity settled share based payments
24,818
21,977
14
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Class A of £1 each
100,000
100,000
100,000
100,000

Each ordinary share carries one vote and is entitled to participate pari passu with other ordinary shares in any dividend or capital distribution.

15
Share option reserve

The share option reserve relates to the share-based payment transactions.

16
Retained earnings

Profit and loss reserves include all current and prior period retained losses.

17
Controlling party

The ultimate parent company and controlling party is Sappi Limited, a company incorporated in South Africa and listed on the Johannesburg stock exchange. Sappi Limited's head office is based at 108 Oxford Road, Rosebank, Johannesburg, 2198, South Africa.

The immediate parent company is Sappi Biochemtech BV a company incorporated in The Netherlands.

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