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Registered number: 12918497 ENVOY EMEA LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2024
ENVOY EMEA LIMITED CONTENTS
| Page
Company information | 1
Balance sheet | 2
Statement of changes in equity | 3
Notes to the financial statements | 4 - 10
ENVOY EMEA LIMITED COMPANY INFORMATION
Directors | L Gadea
| S Terrero
Company secretary | Taylor Wessing Secretaries Limited
Registered number | 12918497
Registered office | 5 New Street Square
| London
| United Kingdom
| EC4A ETW
Independent auditor | Blick Rothenberg Audit LLP
| Chartered Accountants & Statutory Auditor
| 16 Great Queen Street
| Covent Garden
| London
| WC2B 5AH
Page 1
|  | REGISTERED NUMBER:12918497
ENVOY EMEA LIMITED BALANCE SHEET AS AT 31 JANUARY 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 5 | 702,283 |  | 628,524 |
Cash at bank and in hand |  | 45,248 |  | 5,500 |
|  | 747,531 |  | 634,024 |
Creditors: amounts falling due within one year | 6 | (284,376) |  | (264,045) |
Net current assets |  |  | 463,155 |  | 369,979
Net assets |  |  | 463,155 |  | 369,979
Capital and reserves |  |  |  |  |
Called up share capital | 7 |  | 1,000 |  | 1,000
Other reserves | 8 |  | 96,067 |  | 76,909
Profit and loss account | 8 |  | 366,088 |  | 292,070
Total equity |  |  | 463,155 |  | 369,979
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
S Terrero
Directors
Date: 3 March 2026
The notes on pages 4 to 10 form part of these financial statements. Page 2
ENVOY EMEA LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 JANUARY 2024
| Called up share capital | Other reserves | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 February 2022 | 1,000 | 4,381 | 77,599 | 82,980
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 214,471 | 214,471
Share option charge | - | 72,528 | - | 72,528
At 1 February 2023 | 1,000 | 76,909 | 292,070 | 369,979
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 74,018 | 74,018
Total comprehensive income for the year | - | - | 74,018 | 74,018
Contributions by and distributions to owners |  |  |  |
Share option charge | - | 19,158 | - | 19,158
At 31 January 2024 | 1,000 | 96,067 | 366,088 | 463,155
| The notes on pages 4 to 10 form part of these financial statements.
Page 3
ENVOY EMEA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2024
1. | General information
Envoy EMEA Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is 5 New Street Square, London, United Kingdom, EC4A 3TW. The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Going concern
The company provides non-exclusive marketing and other support services to Envoy Inc, its ultimate parent company, and as such is inextricably linked, both operationally and financially to its parent. The director of the company has received assurances from the company's ultimate parent company confirming its intention to support the company for a period of at least twelve months from the date of approval of these financial statements. Having considered the financial results and position of the ultimate parent and after having made enquiries of the directors of the ultimate parent undertaking, the directors have a reasonable expectation that the ultimate parent undertaking company will continue to be able to provide financial support to the company. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements. Page 4
ENVOY EMEA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2024 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The company's functional and presentational currency is Sterling (£). Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.4 | Revenue
Revenue represents amounts receivable for services. The services are rendered to Envoy Inc, the company's sole shareholder, under a cost plus agreement. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.5 | Financial instruments
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments. Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. Page 5
ENVOY EMEA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2024 2.Accounting policies (continued) Financial instruments (continued) 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. The company’s policies for its major classes of financial assets and financial liabilities are set out below. Financial assets Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment. Financial liabilities Basic financial liabilities, including trade and other creditors and loans from fellow 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 payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Impairment of financial assets Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. Page 6
ENVOY EMEA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2024 2.Accounting policies (continued) Financial instruments (continued) Derecognition of financial assets and financial liabilities Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Offsetting of financial assets and financial liabilities Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.
| 2.6 | Current and deferred taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
| 2.7 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.8 | Pensions
Defined contribution pension plan 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 balance sheet. The assets of the plan are held separately from the company in independently administered funds. Page 7
ENVOY EMEA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2024 2.Accounting policies (continued)
| 2.9 | Share based payments
The group, to which this company belongs, issues equity settled options over the ultimate parent company's equity to employees of the company. The company measures the services received from its employees in accordance with the requirements applicable to equity-settled share-based payment transactions, and recognises a corresponding increase in equity as a contribution from the parent. Share options are measured for fair value at the date of the grant. Where an employee transfers employment from one group company to another during the vesting period (for example, a service period), each company measures the services received from the employee, by reference to the grant date fair value of the equity instrument, over the remainder of the vesting period. Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period, calculated on a grading vesting basis. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
| 2.10 | Cash
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
| 2.11 | Share capital
Ordinary shares are classifies as equity.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the company’s accounting policies, which are described in note 2, the following judgments and key estimates have been made by the directors: Share based payments The company participates in an equity settled share based payment arrangement in which share options in its ultimate parent company are issued to employees of the company. The fair value of the options is calculated using the Black-Scholes methodology, and the market value of the shares at the grant date is estimated using a market valuation approach. The assumptions used in this valuation are set out in note 9 to the financial statements. Page 8
ENVOY EMEA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2024
4. | Employees
The average monthly number of employees, including directors, during the year was 10 (2023 - 19).
5. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 605,015 | 554,846
| Other debtors | 58,372 | 56,901
| Prepayments and accrued income | 19,179 | 183
| Deferred taxation | 19,717 | 16,594
|  | 702,283 | 628,524
| Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
6. | Creditors: amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Corporation tax | 96,424 | 77,644
| Other creditors | 1,325 | 7,004
| Accruals and deferred income | 186,627 | 179,397
|  | 284,376 | 264,045
7. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1,000 (2023 - 1,000) Ordinary shares of £1.00 each | 1,000 | 1,000
8. | Reserves
Other reserves Other reserves is comprised of equity settled share option charges. Profit and loss account The profit and loss account includes all current and prior period retained profits and losses. Page 9
ENVOY EMEA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2024
9. | Share-based payments
| The company participates in an equity settled share based payment arrangement in which share options in its ultimate parent company are issued to employees of the company. The fair value determined at the grant date is expensed on a graded vesting basis over the vesting period. The fair value of the options is calculated using the Black-Scholes methodology. The market value of the shares at the grant date is estimated using a market valuation approach, using the following assumptions: - a lack of marketability ranging between 25% and 30%, - risk free rates ranging between 0.17% to 4.51%, - volatility rates ranging between 40% and 50%, and - a retention rate of 100%.
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Equity-settled schemes | 19,158 | 72,528
|  | 19,158 | 72,528
10. | Pension commitments
The company operates a defined contribution scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. During the year, company contributions amounting to £11,292 (2023: £17,330) were payable to this fund, with an amount of £1,618 (2023: £1,776) included within other creditors at year end.
11. | Related party transactions
| The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.
12. | Controlling party
The parent undertaking of the smallest and largest group of undertakings for which group financial statements are drawn up and of which the company is a member is Envoy Inc. whose registered office address is 410 Townsend St, 4th Floor, San Francisco, CA 94107, United States.
13. | Auditor's information
The auditor's report on the financial statements for the year ended 31 January 2024 was unqualified. The audit report was signed on 4 March 2026 by Jacqueline Oakes (senior statutory auditor) on behalf of Blick Rothenberg Audit LLP. Page 10