REGISTERED NUMBER: 15286209 (England and Wales)

Audited Financial Statements for the Year Ended 31 January 2026

for

VERCEL UK LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

W W Liang

R W Schwock

REGISTERED OFFICE:

4th Floor

St. James House

St. James Square

Cheltenham

GL50 3PR

REGISTERED NUMBER:

15286209 (England and Wales)

AUDITORS:

Mark Arber Limited

71-75 Shelton Street

Covent Garden

London

WC2H 9JQ

CURRENT ASSETS

Debtors

4

3,028,548

1,226,437

Cash at bank

425,749

120,450

3,454,297

1,346,887

CREDITORS

Amounts falling due within one year

5

677,146

628,694

NET CURRENT ASSETS

2,777,151

718,193

TOTAL ASSETS LESS CURRENT LIABILITIES

2,777,151

718,193

CAPITAL AND RESERVES

Called up share capital

7

100

100

Equity settled share based

payments

8

733,652

179,511

Retained earnings

8

2,043,399

538,582

SHAREHOLDERS' FUNDS

2,777,151

718,193

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 Board of Directors and authorised for issue on 1 October 2026 and were signed on its behalf by:

R W Schwock - Director

1.	STATUTORY INFORMATION

Vercel UK Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Turnover

Turnover represents amounts receivable from group undertakings under the terms of inter-company service agreements on a cost plus basis in respect of services provided. Turnover is recognised when the underlying chargeable costs are incurred in accordance with the terms of the relevant agreement.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

These financial statements have been drawn up on the going concern basis. The company is dependent upon the support of its parent company, and only customer, in order to meet its working capital requirements. The parent company has provided assurances that this support will continue for a period that exceeds twelve months from the date of approval of these financial statements and believes it will have the funds required to provide this support. On the basis of these assurances the directors believe that the going concern basis is appropriate.

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.

Creditors

Short term creditors are measured at the transaction price.

Operating leases; the Company as a lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Share based payments

The employees of the company are entitled to participate in the group share based compensation scheme. Cost is recognised in these financial statements based on the fair value of the awards at the date of grant, amortized over any vesting period that may apply. The company has taken the exemption provided in FRS 102 Section 1.12D not to disclose details of share-based payment arrangements concerning equity instruments of another group entity.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 68 (2025 - 48 ) .

4.

DEBTORS

2026

2025

£

£

Amounts falling due within one year:

Amounts owed by group undertakings

1,668,349

1,079,687

Tax overpayment refund

262,363

-

VAT

19,292

36,632

Deferred tax asset

984,767

15,211

Prepayments and accrued income

59,582

60,712

2,994,353

1,192,242

Amounts falling due after more than one year:

Deposits

34,195

34,195

Aggregate amounts

3,028,548

1,226,437

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

£

Trade creditors

9,789

3,249

Corporation tax

-

18,002

Accrued expenses

667,357

607,443

677,146

628,694

6.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2026

2025

£

£

Within one year

68,390

198,595

Between one and five years

-

68,390

68,390

266,985

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2026

2025

value:

£

£

100

Ordinary

£1

100

100

8.

RESERVES

Equity

settled

share

Retained

based

earnings

payments

Totals

£

£

£

At 1 February 2025

538,582

179,511

718,093

Profit for the year

1,504,817

1,504,817

Share based compensation

-

554,141

554,141

At 31 January 2026

2,043,399

733,652

2,777,051

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

The Report of the Auditors was unqualified.

Mark Arber (Senior Statutory Auditor)

for and on behalf of Mark Arber Limited

10.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

11.	POST BALANCE SHEET EVENTS

Subsequent to the year end, the company entered into a licence agreement for new office premises at York House, 221 Pentonville Road, London, commencing on 1 September 2026. The total minimum licence commitment under the agreement is approximately £582,400, excluding VAT and ancillary charges.

12.	ULTIMATE CONTROLLING PARTY

The company is a wholly-owned subsidiary of Vercel, Inc., a company incorporated in the United States of America.

The smallest group in which the results of the company are consolidated is that headed by Vercel, Inc., with its registered office at 440 N Barranca Ave #4133, Covina, CA, United States, 91723.