REGISTERED NUMBER: 04576887 (England and Wales)

Branding Science (UK) Limited

Financial Statements for the Year Ended 31 December 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

P Cunningham

REGISTERED OFFICE:

D2 Dolphin House,

Smugglers Way,

London,

SW18 1DE

REGISTERED NUMBER:

04576887 (England and Wales)

AUDITORS:

Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire

HU2 8BA

FIXED ASSETS

Tangible assets

4

65,349

98,107

Investments

5

2,855

2,855

68,204

100,962

CURRENT ASSETS

Debtors

6

5,817,508

23,509,642

Cash at bank

860,429

1,429,977

6,677,937

24,939,619

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

7

(6,629,119

)

(23,956,056

)

NET CURRENT ASSETS

48,818

983,563

TOTAL ASSETS LESS CURRENT LIABILITIES

117,022

1,084,525

PROVISIONS FOR LIABILITIES

(10,664

)

(16,964

)

NET ASSETS

106,358

1,067,561

CAPITAL AND RESERVES

Called up share capital

680

680

Capital redemption reserve

170

170

Retained earnings

105,508

1,066,711

106,358

1,067,561

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 Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 15 September 2026 and were signed by:

P Cunningham - Director

1.	GENERAL INFORMATION

Branding Science (UK) Limited is a private company, limited by shares and incorporated in England and Wales under the Companies Act 2006. The address of the registered office is given on the Company Information Page and the nature of the Company's operations and its principal activity are set out in the Director's Report.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with Section 1A of FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.

The following principal accounting policies have been applied:

Exemption from preparing consolidated financial statements

The financial statements contain information about Branding Science UK Limited as an individual company and do not contain consolidated financial information as the parent of a group. The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Going concern

The Director has prepared a going concern assessment covering a period of at least 12 months from the date of approval of these financial statements. The assessment considers the Company's cash flow projections, available borrowing facility, parent confirmation in respect of the intercompany balances settlement and applies a severe but plausible downside scenario. The base case scenario assumes significant growth in revenue attributable to growth in new markets, new clients, and greater stability in the global pharma market post client internal reorganisations, together with profitability improvements resulting from cost optimisation measures.

Having assessed the uncertainty inherent in cash flow forecasting and considering plausible downside scenarios, stress testing indicated that the Group would have sufficient headroom within its available facilities to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements.

The balance sheet shows net assets of £106,358 which includes amounts due from other group companies of £3,498,345 and amounts due to other Group companies of £2,159,205. The Group has implemented a unilateral intercompany offset policy to minimise foreign exchange difference and the Company has received confirmation from its parent, Branding Science Group Limited, indicating that for at least the next twelve months, it will not require intercompany credit balances to be settled.

The Group has a joint secured, uncommitted overdraft facility, repayable on demand and renewable on an annual basis, with the Company acting as the principal account holder for the wider group. The facility is utilised by the Company and other group companies and drawdowns are recorded as intercompany receivables with corresponding balances reflected in the Company's overdraft bank account. In October 2025, the facility was renewed until 31 October 2026. The Group has a strong relationship with its bank and it is expected that that the facility will be renewed for a further period to 31 October 2027 at £1.5m.

While this represents a significant assumption in the Director's going concern assessment, the Group's bank has confirmed that the existing facility has operated to its satisfaction during the current approval term and that renewal discussions have commenced. The bank has also stated that, while renewal remains subject to normal credit approval, it has no reason to believe that approval will not be forthcoming and expects to conclude the renewal process within the next quarter.

The Director has considered this matter, together with forecast cash flows, downside sensitivities, the availability of additional funding and other mitigating actions. On this basis, the Director has a reasonable expectation that the Group and the Company has adequate resources to meet liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements. Accordingly, the Company continues to adopt the going concern basis of accounting in preparing the financial statements.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the Company's accounting policies, the Director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The Director considers the stage of completion and revenue recognition on open service contracts to be key area of judgement for the Company.

Revenue on service contracts is recognised over time by reference to the stage of completion at the reporting date, measured by reference to inputs incurred relative to total expected inputs (or another appropriate measure of progress, such as verifiable outputs). Management considers that this approach results in revenue being recognised in a manner that accurately depicts the transfer of services to customers.

The application of this methodology requires significant judgement, particularly in estimating total expected costs, assessing performance obligations, and determining the timing of satisfaction of those obligations. These estimates are reviewed on an ongoing basis and revised where necessary.

Revenue

Turnover represents revenue earned under a wide variety of contracts to provide professional market research services in the healthcare and pharmaceutical sector. These services are provided on a fixed-price contract with the contract term normally less than a year.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

Rendering of services

When the outcome of the transaction can be estimated reliably, revenue is recognised as contract activity progresses and the company obtains the right to consideration in exchange for its performance under the contract. For incomplete contracts, revenue recognised reflects the partial performance of the contractual obligations measured by the estimate percentage of completion of the transaction at the end of the reporting period.

When the outcome of the transaction involving the rendering of services cannot be estimated reliably,

revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Revenue earned in excess of amounts billed to clients is included in debtors as accrued income or amounts recoverable on contract and payments on account in excess of the relevant amount of revenue earned are included in the creditors as deferred income.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated 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 so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

- Leasehold improvements - Over the lease term

- Fixtures, fittings and equipment - 25% reducing balance

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.

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

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

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 in the Income Statement.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a 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.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.

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.

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Income Statement 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 reporting 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 reporting date, except that:

-

The recognition of deferred tax assets is limited to the extent that it is probable that they will berecovered 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.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Foreign currency translation

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 the Income Statement 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 Income Statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Income Statement within 'administrative expenses'.

Operating leases: the company as lessee

Rentals paid under operating leases are charged to the Income Statement on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time

pattern of the lessee's benefit from the use of the leased asset.

Finance costs

Finance costs are charged to the Income Statement 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.

Debtors

Short-term debtors are measured at transaction price, less any impairment.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

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 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 the Income Statement 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.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid or credited to a shareholder or intercompany loan account. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 33 (2024 - 33 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2025

492,951

Additions

6,066

Disposals

(116,942

)

At 31 December 2025

382,075

DEPRECIATION

At 1 January 2025

394,844

Charge for year

26,603

Eliminated on disposal

(104,721

)

At 31 December 2025

316,726

NET BOOK VALUE

At 31 December 2025

65,349

At 31 December 2024

98,107

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1 January 2025

and 31 December 2025

2,855

NET BOOK VALUE

At 31 December 2025

2,855

At 31 December 2024

2,855

Subsidiary undertaking

The following was a subsidiary undertaking of the Company throughout the whole period:

Name

Registered office

Class of Shares

Holding

Branding Science PhilippinesInc

2208 22/F Cityland 20, Tower 2, 154 HV Dela Costa St., Salcedo Village, Makati City, Philippines 1227

Ordinary

100%

Investments in subsidiaries are measured at cost less impairment on the basis they represent shares in entities that are not publicly traded.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

2,010,463

2,066,479

Amounts owed by group undertakings

3,475,908

21,054,587

Other debtors

144,761

144,761

Tax

-

40,059

Prepayments and accrued income

186,376

203,756

5,817,508

23,509,642

Included in trade debtors are amounts of £22,437 (2024: £20,726) which relate to trade debtors owed by related group undertakings.

Amounts owed by group undertaking are interest free and repayable on demand.

Included within other debtors is a rent deposit of £144,761 (2024: £144,761) which is due to be received at the end of the lease term.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts

2,726,204

2,870,324

Trade creditors

2,299,397

2,046,450

Amounts owed to group undertakings

-

17,242,835

Tax

78,917

-

Social security and other taxes

133,704

156,975

VAT

103,388

22,954

Other creditors

40,652

39,082

Accruals and deferred income

1,246,857

1,577,436

6,629,119

23,956,056

Included in trade creditors are amounts of £2,159,205 (2024: £1,843,613) which relate to trade creditors owed to group undertakings.

Amounts owed to group undertaking are interest free and repayable on demand.

8.	LEASING AGREEMENTS

At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025

2024

£

£

Not later than 1 year

229,445

229,445

Later than 1 year and not later than 5 years

114,723

363,288

344,168

592,733

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Jamie Chilcott ACA (Senior Statutory Auditor)

for and on behalf of Smailes Goldie

10.	CONTINGENT LIABILITIES

The Company has entered into a guarantee and debenture whereby there is a fixed and floating charge over the undertaking and all of the present and future assets of the Company in favour of the security agent acting on behalf of the lending bank to the Company. The Group has provided guarantees to third parties in respect of borrowings of certain subsidiary undertakings. The maximum amount guaranteed as at 31 December 2025 was £1,500,000 (2024: £1,500,000). This facility has since been extended to £2,200,000. The Facilities are guaranteed by principal UK entities of the Group.

The Company is part of a VAT group with its parent undertaking and other group companies. The potential liability to the Company under the arrangement at 31 December 2025 was £113,772 (2024: £98,377).

11.	RELATED PARTY DISCLOSURES

The Company has taken advantage of the exemption available in Section 1AC.35 of FRS 102 Section 1A whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the Group.

12.	CONTROLLING PARTY

The Company’s immediate and ultimate parent undertaking is Branding Science Group Limited, a

company registered in England and Wales. Branding Science Group Limited's registered address is D2 Dolphin House, Smugglers Way, London, England, SW18 1DE. This is also the parent undertaking of the smallest and largest group for which publicly available consolidated accounts are prepared.

Branding Science Group Limited is ultimately controlled by P Cunningham.