Quadrivia (UK) Limited

	Page
Balance Sheet	1
Notes to the Financial Statements	2—6

1. General Information

Quadrivia (UK) Limited is a private company, limited by shares, incorporated in England & Wales, registered number 15915246 . The registered office is 4th Floor, 3 More London Riverside, London, SE1 2AQ.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Going Concern Disclosure

The directors believe that notwithstanding net liabilities of £2,982,218, the company’s financial statements should be prepared on a going concern basis on the grounds that current and future sources of funding from related companies will be adequate to meet the company’s needs for a period of at least 12 months from the date of approval of these financial statements. I confirm that the related parties involved will not seek repayment of these balances where doing so would impact the company's ability to meet its liabilities as they fall due.

2.3. Significant judgements and estimations

Share-based payment awards

The company participates in the group’s Employee Share Option Plan, operated by Quadrivia Limited, a Jersey-incorporated parent company. Under the plan, participants may be granted Units linked to a fixed pool of shares in Quadrivia Limited. The signed awards reviewed to date are Phantom-Option Units, which do not provide the holder with shareholder rights and only convert to value if a qualifying exit event occurs.

In preparing these financial statements, management has exercised judgement in assessing whether a share-based payment charge or liability should be recognised in respect of the awards. This assessment includes consideration of whether valid award agreements had been executed by the reporting date, the terms of the awards, the requirement for a qualifying exit event before any value is delivered, the expected probability and timing of such an event, and whether the company has any obligation to settle or reimburse amounts payable under the plan.

Management has confirmed that the 2025 Participant Agreements had not been signed by 31 December 2025 and that Quadrivia (UK) Limited has no obligation to reimburse Quadrivia Limited, Jersey, for amounts payable under the plan. Management has also assessed the probability of a qualifying exit event in the short to medium term as less than 50%. Based on this assessment, no share-based payment charge or liability has been recognised in these financial statements, as management considers any obligation or expense at the reporting date to be not material.

2.4. Research and Development

Expenditure on research activities is recognised within profit or loss as an expense is incurred.

Development costs are capitalised only where they can be identified with a specific product or project that will generate probable future economic benefits, the costs can be reliably measured and all the criteria under FRS 102 are met. They are amortised on a straight line basis to profit or loss over their estimated useful life. All other development costs are expenses as incurred.

Capitalised development costs are reviewed annually, and where future benefits are deemed to have ceased or to be in doubt, the balance is written off to profit or loss.

Capitalised development costs are not treated as a realised loss for the purpose of determining the company’s distributable profits as the costs meet the conditions permitting them to be treated as an asset under FRS 102.

2.5. Tangible Fixed Assets and Depreciation

Tangible fixed assets are stated at historical cost less accumulated depreciation and any impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged to profit or loss over the estimated useful economic lives as follows -

Computer Equipment

over 3 years on a straight line basis

The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Repairs and maintenance costs are charged to profit or loss during the period in which they are incurred.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined, which is the higher of its fair value less costs to sell and its value in use. Any impairment loss is recognised immediately as an expense within the profit or loss.

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Quadrivia (UK) Limited

Notes to the Financial Statements (continued)

For the Period 23 August 2024 to 31 December 2025

2.6. Leasing and Hire Purchase Contracts

Leases in which the company assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. All other leases are classified as operating leases.

Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease unless the payments to the lessor are structured to increase in line with expected general inflation; in which case the payments related to the structured increases are recognised as incurred. Lease incentives received are recognised in profit and loss over the term of the lease an an integral part of the total lease expenses.

2.7. Financial Instruments

Trade and other debtors / creditors

Trade and other debtors are recognised initially at transaction prices less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

Investments

Investments in subsidiaries are held at cost less accumulated impairment losses.

Impairment of financial assets

Financial assets that are 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 within profit or loss.

For financial assets that are 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.

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 that the company would receive for the asset if it were to be sold at the balance sheet date.

2.8. Foreign Currencies

Monetary 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 ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.9. Taxation

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.

Deferred tax is recognised on timing 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. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the period, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.10. Pensions

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 in 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 in the periods during which services are rendered by employees.

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Quadrivia (UK) Limited

Notes to the Financial Statements (continued)

For the Period 23 August 2024 to 31 December 2025

2.11. Shared-based payments

The company participates in the group’s Employee Share Option Plan, operated by Quadrivia Limited, a Jersey-incorporated parent company, under which eligible employees may be granted awards linked to the value of shares in Quadrivia Limited.

Share-based payment arrangements are accounted for in accordance with FRS 102 Section 26. Where the company receives employee services in exchange for awards settled by another group entity, and the company has no obligation to settle the awards or reimburse the settling entity, any share-based payment expense is recognised with a corresponding credit to equity. Where the company has an obligation to settle awards in cash or reimburse another group entity, the fair value of the liability is measured at each reporting date and at settlement, with changes in fair value recognised in profit or loss.

The fair value of awards is determined having regard to the terms and conditions of the awards, including the requirement for a qualifying exit event before any value is delivered, the expected probability and timing of such an event, the value of the underlying shares and any applicable strike price.

No charge is recognised where awards have not been validly granted by the reporting date or where management determines that any share-based payment expense at the reporting date is not material.

2.12. Related party exemption

The company has taken advantage of the exemption available under FRS 102 not to disclose related party transactions with wholly owned subsidiaries within the group.

2.13. Preparation of consolidated financial statements

The company is exempt under Section 399 of the Companies Act from the requirement to prepare consolidated financial statements by virtue of the fact it is subject to the small companies regime. These financial statements contain information the company as an individual undertaking and not about this group.

3. Average Number of Employees

Average number of employees, including directors, during the period was: 7

4. Tangible Assets

	Computer Equipment
	£
Cost
As at 23 August 2024	-
Additions	34,932

As at 31 December 2025	34,932

Depreciation
As at 23 August 2024	-
Provided during the period	6,256

As at 31 December 2025	6,256

Net Book Value
As at 31 December 2025	28,676

As at 23 August 2024	-

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Quadrivia (UK) Limited

Notes to the Financial Statements (continued)

For the Period 23 August 2024 to 31 December 2025

5. Investments

	Unlisted
	£
Cost or Valuation
As at 23 August 2024	-
Additions	373

As at 31 December 2025	373

Provision
As at 23 August 2024	-

As at 31 December 2025	-

Net Book Value
As at 31 December 2025	373

As at 23 August 2024	-

6. Debtors

	31 December 2025
	£
Due within one year
Prepayments and accrued income	55,677
Other debtors	32,179
VAT	24,013
Amounts owed by subsidiaries	542,231

	654,100

7. Creditors: Amounts Falling Due Within One Year

	31 December 2025
	£
Trade creditors	237,433
Other creditors	3,264
Accruals and deferred income	13,497
Amounts owed to parent undertaking	3,653,465

	3,907,659

The company operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the company in an independently administered fund. At the balance sheet date unpaid contributions amounting to £3,264 were due to the fund and included in Other Creditors.

8. Share Capital

	31 December 2025
	£
Allotted, Called up and fully paid	1

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Quadrivia (UK) Limited

Notes to the Financial Statements (continued)

For the Period 23 August 2024 to 31 December 2025

9. Directors Advances, Credits and Guarantees

Included within Debtors are the following loans to directors:

	As at 23 August 2024	Amounts advanced	Amounts repaid	Amounts written off	As at 31 December 2025
	£	£	£	£	£
Dr Ali Parsadoust	-	2,431	-	-	2,431

The above loan is unsecured, interest free and repayable on demand.

10. Ultimate Parent Undertaking and Controlling Party

The company's immediate and ultimate parent undertaking is Quadrivia Limited by virtue of its ownership of 100% of the issued share capital. Quadrivia Limited was incorporated in Jersey.

11. Share-based payment arrangements

The company participates in the group’s Employee Share Option Plan, operated by Quadrivia Limited, a Jersey-incorporated parent company. The plan is administered in Jersey and provides for annual awards of Units linked to a fixed pool of shares in Quadrivia Limited. The Units do not provide shareholder rights and only convert to value on a qualifying exit event, such as a trade sale, IPO or secondary sale.

The company has been informed that all signed participants reviewed for the 2024 Units have chosen Phantom-Option Units with a strike price set at fair market value. Amounts payable under the plan are the obligation of Quadrivia Limited, Jersey, and Quadrivia (UK) Limited has no obligation to reimburse Quadrivia Limited for amounts payable in respect of UK employees.

The 2025 Participant Agreements had not been signed by 31 December 2025. The share-based payment charge recognised in profit or loss for the year was £nil and the carrying amount of liabilities arising from share-based payment arrangements at 31 December 2025 was £nil. The directors have concluded that no material share-based payment expense or liability arises at 31 December 2025.

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		31 December 2025
	Notes	£	£
FIXED ASSETS
Tangible Assets	4		28,676
Investments	5		373

			29,049
CURRENT ASSETS
Debtors	6	654,100
Cash at bank and in hand		242,292

		896,392
Creditors: Amounts Falling Due Within One Year	7	(3,907,659 )

NET CURRENT ASSETS (LIABILITIES)			(3,011,267 )

TOTAL ASSETS LESS CURRENT LIABILITIES			(2,982,218 )

NET LIABILITIES			(2,982,218 )

CAPITAL AND RESERVES
Called up share capital	8		1
Profit and Loss Account			(2,982,219 )

SHAREHOLDERS' FUNDS			(2,982,218)

Dr A Parsadoust Director	Mr P C Unwin Director
19 August 2026