Company registration number 13095376 (England and Wales)
NEWFOUNDLAND DIAGNOSTICS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NEWFOUNDLAND DIAGNOSTICS LTD
COMPANY INFORMATION
Directors
Mr F Manduca
Mr M Hodnett
Company number
13095376
Registered office
3A Station Road
Amersham
Buckinghamshire
HP7 0BQ
Auditor
Calculo Tax Audit Limited
29-31 Castle Street
High Wycombe
Buckinghamshire
HP13 6RU
Accountants
Amersham Accountancy
3A Station Road
Amersham
Buckinghamshire
HP7 0BQ
NEWFOUNDLAND DIAGNOSTICS LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Income statement
9
Statement of comprehensive income
10
Statement of financial position
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 27
NEWFOUNDLAND DIAGNOSTICS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Our business and strategy

Newfoundland Diagnostics develops, sources and distributes rapid health tests through UK retail and wholesale channels, with growing international sales. Our strategy is to:

• Deepen distribution in UK national retailers and pharmacies;

• Broaden our non COVID product range;

• Improve gross margin through range optimisation, disciplined pricing and supply chain efficiencies; and

• Build repeatable international routes to market with selected partners.

Market context

Demand for COVID related products continued to stabilise in 2024. Consumer health testing remains competitive, with pricing pressure and occasional supply disruption. Despite this, our branded positioning and retail reach give us a solid platform for growth in non COVID categories.

Financial performance

Revenue for the year was £9.5m. Gross profit was £0.7m, reflecting a lower gross margin, driven in part by stock write downs taken in the year as we rationalised legacy lines and reset inventory to current demand levels. Administrative expenses increased as we continued to invest in people, systems and compliance, and incurred costs in relation to an ongoing legal case. The Company recorded an operating loss and a loss before tax for the year.

Cash flow and liquidity

The business generated positive operating cash flow, supported by a deliberate reduction in inventories and continued focus on receivables. Capital expenditure remained modest. The principal cash outflow in the year related to dividends. We ended the year with adequate liquidity and continue to manage working capital tightly.

Balance sheet highlights

Net assets remain positive. Inventories reduced significantly following range optimisation and sell through. Trade and other receivables reduced in line with trading and continued collections activity. Deferred income decreased as prior year undelivered balances unwound. A small cash flow hedge reserve arose in the year reflecting our use of risk management tools. We also made a small investment in a subsidiary to support future growth.

Operational highlights

• Expanded national retail coverage and improved on shelf execution in core UK accounts.

• Launched packaging and artwork updates to improve consumer clarity and reduce returns.

• Continued investment in regulatory and quality systems suitable for scaling internationally.

The Board monitors a balanced set of financial and non financial indicators, including:

• Revenue growth and gross margin

• Operating profit/(loss) and cash generated from operations

• Inventory turns and aged inventory

• On time in full (OTIF) deliveries and fulfilment accuracy

• Return and complaint rates

Narrative on performance against these measures is provided above. Given the competitive nature of our markets, we do not disclose granular KPI targets or revenue split by product or channel in this report.

NEWFOUNDLAND DIAGNOSTICS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Principal risks and uncertainties

We operate a structured risk management process overseen by the Board. Key risks include:

1. Regulatory and product compliance – Risk of non conformance in medical device and consumer health regulation across multiple jurisdictions. Mitigation: employ regulatory advisors; maintain documented quality and vigilance processes; pre market and post market surveillance; clear labelling and IFUs.

2. Supply chain and inventory – Disruption, obsolescence or over stocking can impact service levels and margin. Mitigation: rolling demand planning; SKU rationalisation; tight reorder thresholds; periodic stock reviews and controlled write downs.

3. Market and pricing pressure – Competitive intensity and consumer down trading may compress margins. Mitigation: disciplined pricing and cost engineering with suppliers, brand investment..

4. Customer concentration and credit – Exposure to a small number of national retailers and wholesale partners. Mitigation: diversify customer base; credit insurance or limits; robust credit control; early warning dashboards.

5. Foreign exchange – FX volatility on purchases and non sterling sales. Mitigation: transactional hedging and natural offsets; regular monitoring; supplier currency alignment where feasible.

6. Legal and commercial disputes – Ongoing legal matters may absorb management time and incur costs. Mitigation: use specialist counsel; pursue resolution strategies; recognise liabilities when required and avoid recognising contingent assets until outcomes are virtually certain.

7. Cyber and data – Interruption or data loss from cyber attack. Mitigation: layered security controls, MFA, patching, staff training, and tested backups.

8. Liquidity and funding – Working capital swings from large orders. Mitigation: daily cash visibility; rolling 13 week cash flow; facility headroom and supplier term alignment.

Section 172 (1) Statement

In making decisions during the year the directors had regard to their duties under s172 of the Companies Act 2006, including the likely long term consequences and the interests of stakeholders:

• Employees: we maintained regular communications, broadened training in quality and product knowledge, and implemented a performance framework aligned to our growth plan.

• Customers: we prioritised service levels, packaging clarity and fair pricing, and collaborated on range optimisation to support category growth.

• Suppliers: we worked transparently on forecasts, introduced secondary sourcing to reduce risk, and sought equitable terms consistent with prompt payment practices.

• Community and environment: we simplified packaging formats to reduce waste and continued to monitor energy usage across our sites. The Company qualifies as a low energy user and provides the required disclosures elsewhere in this report.

• Shareholders: we balanced returns to shareholders with investment in the business, and maintained regular updates on performance and strategy.

Outlook

With widened UK distribution, a refreshed core range and a healthier inventory position, we expect improved trading resilience. As legacy stock clears and pricing actions take effect, margins are expected to normalise toward historical levels. International opportunities remain a focus where we can build scalable, compliant routes to market with trusted partners.

On behalf of the board

Mr M Hodnett
Director
12 September 2025
NEWFOUNDLAND DIAGNOSTICS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company continued to be the provider of healthcare solutions globally, covering both Wholesale and Retail activities.

Results and dividends

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £2,387,270. The directors do not recommend payment of a final dividend.

No preference 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 F Manduca
Mr M Hodnett
Future developments

The Company maintains its focus on executing a strategy around utili s ing the strength of our relationships to deliver effective healthcare solutions globally, whilst managing all aspects of our operations to achieve and maintain leading results.

Auditor

Calculo Tax Audit Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

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.

On behalf of the board
Mr M Hodnett
Director
12 September 2025
NEWFOUNDLAND DIAGNOSTICS LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

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.

NEWFOUNDLAND DIAGNOSTICS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NEWFOUNDLAND DIAGNOSTICS LTD
- 5 -
Opinion

We have audited the financial statements of Newfoundland Diagnostics Ltd (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows 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 31 December 2024 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 strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

NEWFOUNDLAND DIAGNOSTICS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NEWFOUNDLAND DIAGNOSTICS LTD
- 6 -
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 or 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.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

As auditors, we are required to report on our assessment of the susceptibility of Newfoundland Diagnostics Ltd financial statements to material misstatement. We believe that our tests completed which are not limited to the tests detailed below are sufficient to detecting material misstatement. Our approach has been purely substantial, and risk based.

Irregularities include fraud which is also a form of non-compliance with laws and regulations. Fraud is however assumed to be concealed and therefore more difficult to detect, and therefore special attention has been given to transactions with related parties.

There were no specific laws or regulations to this industry which we believe to be significant to the audit.

NEWFOUNDLAND DIAGNOSTICS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NEWFOUNDLAND DIAGNOSTICS LTD
- 7 -

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also carried out the following audit procedures;

- Discussion amongst the audit team regarding the susceptibility of the client to fraud;

- Consideration of the risk of fraud when documenting and reviewing internal controls and procedures;

- Enquiring of management how they: assess the risk of fraud; and identify and respond to the risks of fraud;

- Enquiring of management whether they have any knowledge of actual or suspected frauds or non-compliance with laws and regulations;

- Review of how those charged with governance exercise oversight of management's process for identifying and responding to the risk of fraud;

- Substantive testing of revenue, deferred income and debtors;

- Review VAT return entries and perform analytical procedures on VAT balances;

- Substantive testing on fixed assets including having photographic evidence of the assets to confirm existence;

- Verification of employees;

- Review of bank reconciliations for evidence of window dressing;

- Enquiry of management, those charged with governance and the entity’s solicitors (or in-house legal team) around actual and potential litigation and claims.

- Reviewing financial statement disclosures and testing supporting documentation to assess compliance with applicable laws and regulations.

- Evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

- Auditing the risk of management override of controls, evaluating the business rationale of significant transactions outside the normal course of business.

- Reviewed areas for management override of controls, including testing of journal entries and other adjustments for appropriateness, and evaluated the business rationale for significant transactions outside the normal course of business;

- Reviewing correspondence with HMRC and corroborating balances to the online portal.

- Review legal expenses, and obtain an explanation as to what they relate to, to detect evidence of any legal cases from non-compliance.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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.

NEWFOUNDLAND DIAGNOSTICS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NEWFOUNDLAND DIAGNOSTICS LTD
- 8 -

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.

Jonathan Walton BFP FCA
Senior Statutory Auditor
For and on behalf of Calculo Tax Audit Limited
12 September 2025
Chartered Accountants
Statutory Auditor
29-31 Castle Street
High Wycombe
Buckinghamshire
HP13 6RU
NEWFOUNDLAND DIAGNOSTICS LTD
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Revenue
2
9,493,597
12,574,885
Cost of sales
(8,800,723)
(9,284,457)
Gross profit
692,874
3,290,428
Administrative expenses
(2,598,745)
(1,760,277)
Other operating income
738
-
0
Operating (loss)/profit
3
(1,905,133)
1,530,151
Investment income
7
38,222
52,142
Finance costs
8
(21,772)
(47,630)
(Loss)/profit before taxation
(1,888,683)
1,534,663
Tax on (loss)/profit
9
431,868
(362,447)
(Loss)/profit for the financial year
(1,456,815)
1,172,216
NEWFOUNDLAND DIAGNOSTICS LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
£
£
(Loss)/profit for the year
(1,456,815)
1,172,216
Other comprehensive income:
Items that may be reclassified to profit or loss
Cash flow hedges:
- Hedging gain arising in the year
28,512
-
0
Total comprehensive income for the year
(1,428,303)
1,172,216
NEWFOUNDLAND DIAGNOSTICS LTD
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Non-current assets
Intangible assets
11
55,868
70,908
Property, plant and equipment
12
82,541
182,401
Investments
13
68,208
-
0
Deferred tax asset
18
32,305
-
0
238,922
253,309
Current assets
Inventories
14
722,250
3,679,560
Trade and other receivables
15
3,650,442
6,781,982
Investments
13
208,770
-
0
Cash and cash equivalents
106,096
853,594
4,687,558
11,315,136
Current liabilities
16
(2,309,603)
(5,112,160)
Net current assets
2,377,955
6,202,976
Total assets less current liabilities
2,616,877
6,456,285
Provisions for liabilities
Deferred tax liabilities
18
(20,635)
(44,470)
Net assets
2,596,242
6,411,815
Equity
Called up share capital
21
100
100
Hedging reserve
22
28,512
-
0
Retained earnings
2,567,630
6,411,715
Total equity
2,596,242
6,411,815
The financial statements were approved by the board of directors and authorised for issue on 12 September 2025 and are signed on its behalf by:
Mr M Hodnett
Director
Company registration number 13095376 (England and Wales)
NEWFOUNDLAND DIAGNOSTICS LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Hedging reserve
Retained earnings
Total
Notes
£
£
£
£
Balance at 1 January 2023
100
-
0
6,589,499
6,589,599
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
1,172,216
1,172,216
Transactions with owners:
Dividends
10
-
-
(1,350,000)
(1,350,000)
Balance at 31 December 2023
100
-
0
6,411,715
6,411,815
Year ended 31 December 2024:
Loss
-
-
(1,456,815)
(1,456,815)
Other comprehensive income:
Cash flow hedges gains
-
28,512
-
28,512
Total comprehensive income
-
28,512
(1,456,815)
(1,428,303)
Transactions with owners:
Dividends
10
-
-
(2,387,270)
(2,387,270)
Balance at 31 December 2024
100
28,512
2,567,630
2,596,242
NEWFOUNDLAND DIAGNOSTICS LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
26
2,079,012
2,041,908
Interest paid
(21,772)
(47,630)
Income taxes paid
(244,008)
(1,766,633)
Net cash inflow from operating activities
1,813,232
227,645
Investing activities
Purchase of intangible assets
(3,168)
(14,688)
Purchase of property, plant and equipment
(7,453)
(7,684)
Proceeds from disposal of property, plant and equipment
75,917
-
0
Acquisition of subsidiary, net of cash acquired
(68,208)
-
Repayment of loans
(208,770)
-
Interest received
38,222
52,142
Net cash (used in)/generated from investing activities
(173,460)
29,770
Financing activities
Dividends paid
(2,387,270)
(1,350,000)
Net cash used in financing activities
(2,387,270)
(1,350,000)
Net decrease in cash and cash equivalents
(747,498)
(1,092,585)
Cash and cash equivalents at beginning of year
853,594
1,946,179
Cash and cash equivalents at end of year
106,096
853,594
NEWFOUNDLAND DIAGNOSTICS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
1
Accounting policies
Company information

Newfoundland Diagnostics Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 3A Station Road, Amersham, Buckinghamshire, HP7 0BQ. The company's principal activities and nature of its operations are disclosed in the directors' report.

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 under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

The directors have at the time of approving the financial statements, a reasonable expectation that the true company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Revenue

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

1.4
Intangible assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

- Patents and licenses 4 years

- Computer software 4 years

- Trademarks 10 years

NEWFOUNDLAND DIAGNOSTICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
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:

Fixtures and fittings
25% on reducing balance
Computers
33.33% on reducing balance
Motor vehicles
25% on reducing balance

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 tangible and 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.

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
Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

NEWFOUNDLAND DIAGNOSTICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.8
Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
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 at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

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.

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

NEWFOUNDLAND DIAGNOSTICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

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.

1.10
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.

1.11
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.

1.12
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.

NEWFOUNDLAND DIAGNOSTICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
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.

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.

1.13
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.

1.14
Retirement benefits

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

1.15
Leases
As lessee

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.

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.

2
Revenue

An analysis of the company's revenue is as follows:

2024
2023
£
£
Revenue analysed by class of business
Sales of goods
9,493,597
12,574,885
NEWFOUNDLAND DIAGNOSTICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Revenue
(Continued)
- 19 -
2024
2023
£
£
Revenue analysed by geographical market
United Kingdom
8,696,872
11,679,470
Isle of Man
11,704
-
Ireland
208,147
183,484
Rest of Europe
498,614
91,675
Rest of the world
78,260
620,256
9,493,597
12,574,885
3
Operating (loss)/profit
2024
2023
Operating (loss)/profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
23,488
(50,559)
Fees payable to the company's auditor for the audit of the company's financial statements
19,167
22,000
Depreciation of property, plant and equipment
30,131
61,532
Loss on disposal of property, plant and equipment
1,264
-
Amortisation of intangible assets (included within administrative expenses)
18,209
22,611
Cost of inventories recognised as an expense
7,105,172
8,505,237
Write downs of inventories recognised as an expense
1,502,923
628,355
4
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
19,167
22,000
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
8
7
NEWFOUNDLAND DIAGNOSTICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Employees
(Continued)
- 20 -

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
592,084
435,538
Social security costs
59,922
47,457
Pension costs
28,059
75,876
680,065
558,871
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
18,192
18,192
Company pension contributions to defined contribution schemes
20,000
70,000
38,192
88,192
7
Investment income
2024
2023
£
£
Interest income
Interest on bank deposits
24,215
52,142
Other interest income
14,007
-
0
Total income
38,222
52,142
8
Finance costs
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on other loans
21,772
47,630
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
-
375,729
Adjustments in respect of prior periods
(375,729)
(68)
Total UK current tax
(375,729)
375,661
NEWFOUNDLAND DIAGNOSTICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Taxation
2024
2023
£
£
(Continued)
- 21 -
Deferred tax
Origination and reversal of temporary differences
(23,834)
(13,214)
Tax losses carried forward
(32,305)
-
(56,139)
(13,214)
Total tax charge/(credit)
(431,868)
362,447

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

2024
2023
£
£
(Loss)/profit before taxation
(1,888,683)
1,534,663
Expected tax (credit)/charge based on a corporation tax rate of 25.00% (2023: 25.00%)
(472,171)
383,666
Effect of expenses not deductible in determining taxable profit
16,677
2,475
Effect of change in UK corporation tax rate
23,626
(23,626)
Under/(over) provided in prior years
-
(68)
Taxation (credit)/charge for the year
(431,868)
362,447
10
Dividends
2024
2023
2024
2023
Amounts recognised as distributions:
per share
per share
Total
Total
£
£
£
£
Ordinary shares
Interim dividend paid
23,872.70
13,500.00
2,387,270
1,350,000
11
Intangible fixed assets
Software
Patents & licences
Other intangibles
Trademarks
Total
£
£
£
£
£
Cost
At 31 December 2023
29,680
5,935
62,168
-
0
97,783
Additions - purchased
-
0
-
0
-
0
3,168
3,168
At 31 December 2024
29,680
5,935
62,168
3,168
100,951
NEWFOUNDLAND DIAGNOSTICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Intangible fixed assets
Software
Patents & licences
Other intangibles
Trademarks
Total
£
£
£
£
£
(Continued)
- 22 -
Amortisation and impairment
At 31 December 2023
7,279
2,214
17,382
-
26,875
Charge for the year
5,600
931
11,196
482
18,209
At 31 December 2024
12,879
3,144
28,578
482
45,083
Carrying amount
At 31 December 2024
16,801
2,791
33,590
2,686
55,868
At 31 December 2023
22,401
3,721
44,786
-
70,908
12
Property, plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2024
22,639
23,711
273,815
320,165
Additions
-
0
7,453
-
0
7,453
Disposals
-
0
(5,019)
(134,950)
(139,969)
At 31 December 2024
22,639
26,145
138,865
187,649
Accumulated depreciation and impairment
At 1 January 2024
6,501
9,189
122,074
137,764
Charge for the year
4,371
6,490
19,270
30,131
Eliminated on disposal
-
0
(2,500)
(60,288)
(62,788)
At 31 December 2024
10,872
13,180
81,056
105,108
Carrying amount
At 31 December 2024
11,767
12,965
57,809
82,541
At 31 December 2023
16,138
14,522
151,741
182,401
NEWFOUNDLAND DIAGNOSTICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
13
Investments
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Investments in subsidiaries
-
-
68,208
-
Loans and receivables at amortised cost
208,770
-
0
-
0
-
0
208,770
-
0
68,208
-
0
Fair value of financial assets carried at amortised cost

Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Movements in non-current investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
-
Additions
68,208
At 31 December 2024
68,208
Carrying amount
At 31 December 2024
68,208
At 31 December 2023
-
14
Inventories
2024
2023
£
£
Finished goods
722,250
3,679,560
NEWFOUNDLAND DIAGNOSTICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
15
Trade and other receivables
2024
2023
£
£
Trade receivables
1,211,975
4,969,773
Provision for bad and doubtful debts
(3,529)
(11,443)
1,208,446
4,958,330
Corporation tax recoverable
844,445
224,709
Amounts owed by subsidiary undertakings
1,849
-
0
Amounts owed by related parties
324,015
363,358
Derivative financial instruments
28,512
-
0
Other receivables
114,596
62,368
Prepayments and accrued income
1,128,579
1,173,217
3,650,442
6,781,982
16
Liabilities
2024
2023
Notes
£
£
Trade and other payables
17
1,934,673
3,045,233
Taxation and social security
231,414
911,317
Deferred income
19
143,516
1,155,610
2,309,603
5,112,160
17
Trade and other payables
2024
2023
£
£
Trade payables
1,782,639
2,844,378
Accruals and deferred income
151,162
200,855
Other payables
872
-
1,934,673
3,045,233
18
Deferred taxation
Liabilities
Assets
2024
2023
2024
2023
£
£
£
£
Deferred tax balances
20,635
44,470
32,305
-
0
Deferred tax assets are expected to be recovered after more than one year.
NEWFOUNDLAND DIAGNOSTICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
18
Deferred taxation
(Continued)
- 25 -

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

ACAs
Tax losses
Total
£
£
£
Liability at 1 January 2023
57,683
-
0
57,683
Deferred tax movements in prior year
Charge/(credit) to profit or loss
(13,213)
-
(13,213)
Liability at 1 January 2024
44,470
-
44,470
Deferred tax movements in current year
Charge/(credit) to profit or loss
(23,835)
(32,305)
(56,140)
Liability at 31 December 2024
20,635
-
20,635
Asset at 31 December 2024
-
0
(32,305)
(32,305)
19
Deferred revenue
2024
2023
£
£
Arising from undelivered goods
143,516
1,155,610
20
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
28,059
75,876

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.

21
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
NEWFOUNDLAND DIAGNOSTICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
22
Hedging reserve
2024
2023
£
£
At the beginning of the year
-
0
-
0
Gains and losses on cash flow hedges
28,512
-
0
At the end of the year
28,512
-
0
23
Contingent Assets

At the balance sheet date, Newfoundland Diagnostics Ltd is pursuing a legal claim. Based on legal advice received, the directors believe there are reasonable grounds to expect a favourable outcome that may result in a future inflow of economic benefits to the company. However, as the matter remains unresolved and subject to ongoing legal proceedings, the timing and value of any potential settlement cannot be measured reliably at this stage. Accordingly, no asset has been recognised in these financial statements. The directors will continue to assess the situation and will recognise an asset when the receipt of economic benefits becomes virtually certain and can be measured reliably, in accordance with the requirements of FRS 102, Section 21 – Provisions and Contingencies.

24
Other leasing information
As lessee

The company has an operating lease commitment of £18,356 (2023: £18,116) for the office rental.

2024
2023
Amounts recognised in profit or loss:
£
£
Expense relating to short-term leases
78,300
79,915
25
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel, including directors, is set out in Note 6 in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

Other transactions with related parties

During the year the company entered into the following transactions with related parties:

Dividends
2024
2023
£
£
Entities with joint control or significant influence over the company
2,387,270
1,350,000

During the year a loan of £208,770 was made to a third party related to a director.

The loan bears an interest rate of 2.25% and the total interest income received amounted to £629.

NEWFOUNDLAND DIAGNOSTICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
25
Related party transactions
(Continued)
- 27 -

The following amounts were outstanding at the reporting end date:

2024
2023
Amounts due from related parties
£
£
Entities with joint control or significant influence over the company
289,878
315,906
Subsidiaries
1,849
-
Other related parties
34,137
47,452
325,864
363,358
26
Cash generated from operations
2024
2023
£
£
(Loss)/profit for the year before income tax
(1,888,683)
1,534,663
Adjustments for:
Finance costs
21,772
47,630
Investment income
(38,222)
(52,142)
Loss on disposal of property, plant and equipment
1,264
-
Amortisation and impairment of intangible assets
18,209
22,611
Depreciation and impairment of property, plant and equipment
30,131
61,532
Movements in working capital:
Decrease in inventories
2,957,310
114,452
Decrease/(increase) in trade and other receivables
3,779,788
(4,893,138)
(Decrease)/increase in trade and other payables
(1,790,463)
4,051,686
(Decrease)/increase in deferred revenue outstanding
(1,012,094)
1,154,614
Cash generated from operations
2,079,012
2,041,908
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