DNA Worldwide Group Holdings Limited - Period Ending 2024-12-31

Company Registration number: 15240423

DNA Worldwide Group Holdings Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 December 2024

DNA Worldwide Group Holdings Limited

Contents


Company Information	1

Strategic Report	2 to 3

Directors' Report	4

Statement of Directors' Responsibilities	5

Independent Auditor's Report	6 to 9

Consolidated Profit and Loss Account	10 to 11

Consolidated Statement of Comprehensive Income	12

Consolidated Balance Sheet	13

Balance Sheet	14

Consolidated Statement of Changes in Equity	15 to 16

Statement of Changes in Equity	17

Consolidated Statement of Cash Flows	18

Notes to the Financial Statements	19 to 35

DNA Worldwide Group Holdings Limited

Company Information

Directors

D Nicholson

H Nicholson

Registered office

Unit G1 Frome Business Park
Manor Road
Frome
Somerset
BA11 4FN

Auditors

Price Bailey LLP
24 Old Bond Street
London
W1S 4AP

DNA Worldwide Group Holdings Limited

Strategic Report for the Year Ended 31 December 2024

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

Principal activity

The principal activity of the company is that of a holding company.

Fair review of the business

The Company operates as a holding company for several world-leading scientific testing businesses that operate in the UK and internationally. The services of the businesses are related to DNA, Drug, Alcohol and Genomic testing.

The review has been prepared to provide a fair analysis of the business whilst considering the business size, its complexity and financial position.

The group continues to grow and operate from strength to strength. Its quality, service and operational efficiencies of its systems have ensured a continued increase in profits for the period.

The group benefits from a strong balance sheet and has sufficient liquidity to enable it to invest in opportunities that present themselves.

The group is exploring additional offerings that can be provided to existing and current clients. It has a strong foundation in place to enable further expansion in 2025.

The directors consider the group's financial key performance indicators (KPI’s) to be as follows:

• Group turnover was £10.77 million (up from £10.04 million).
• Operating profit has increased to £2.1 million (up from £1.8 million).

Future developments

The Directors expect the group to continue to grow its product offering and customer base over the next 12 months.

DNA Worldwide Group Holdings Limited

Strategic Report for the Year Ended 31 December 2024

Principal risks and uncertainties

The group has a healthy balance sheet, cash holdings, and limited borrowing. It operates a tight trade debtor process that ensures a healthy financial and operational flow in the business.

Credit risk
The group has no significant credit risk, operating within markets and with procedures in place to ensure credit is only extended to companies with a high credit quality. In addition, all private clients pay in advance for services.

Liquidity risk
The group operates across several fields, including those where the majority of clients' funds are received before the payment to suppliers is made. This ensures a healthy cash flow. Its net assets at the final year-end ensure it is able to meet liabilities as they fall due.

Customer satisfaction
The heart of the business is focused on delivering customer satisfaction to ensure market-leading service and repeat customers. Should the service drop, sales would be equally impacted; this has been mitigated through continued investment in systems and operations.

Regulatory risk
The group operates in an industry where key accreditations and certifications are required. These are all complied with directly and throughout its supply chain.

Inflationary risk
Across the group, continued inflation is considered and mitigated through supplier negotiations, sales expansion, and operational efficiency. A strategic review of pricing is conducted periodically.

Approved by the Board on 30 September 2025 and signed on its behalf by:

D Nicholson
Director

DNA Worldwide Group Holdings Limited

Directors' Report for the Year Ended 31 December 2024

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

Directors of the group

The directors who held office during the year were as follows:

D Nicholson

H Nicholson

Objectives and policies

The directors are committed to ensuring the continued expansion and growth of the business across top line sales and bottom-line profits. They are focused on ensuring the group's performance during the coming period.

Price risk, credit risk, liquidity risk and cash flow risk

The principal risks and uncertainties, including financial risk management, are referred to in the strategic report.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Future Developments

The future developments of the business are included within the strategic report.

Approved by the Board on 30 September 2025 and signed on its behalf by:

D Nicholson
Director

DNA Worldwide Group Holdings Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

•	select suitable accounting policies and 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

DNA Worldwide Group Holdings Limited

Independent Auditor's Report to the Members of DNA Worldwide Group Holdings Limited

Opinion

We have audited the financial statements of DNA Worldwide Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated and Company Balance Sheet, Consolidated and Company Statement of Changes in Equity, Consolidated 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 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

•	give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's profit 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 responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group and parent 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.

DNA Worldwide Group Holdings Limited

Independent Auditor's Report to the Members of DNA Worldwide Group Holdings Limited

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.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

•	the information given in the group Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•	the group Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the group Strategic report and the Directors' report.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
•	the parent company 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' responsibilities statement , 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 group and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

DNA Worldwide Group Holdings Limited

Independent Auditor's Report to the Members of DNA Worldwide Group Holdings Limited

Auditor 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework appicable to the group and the industry in which it operates and considered the risk of the group not complying with the applicable laws and regulations including fraud in particular those that could have a material impact on the financial statements. This included those regulations directly related to the financial statements, including financial reporting, tax legislation and distributable profits. The risks were discussed with the audit team and we remained alert to any indications of non-compliance throughout the audit.

We carried out specific procedures to address the risks identified. These included the following:

•	reviewing legal fees incurred;
•	Reviewing minutes of meetings of those charged with governance;
•	Enquiring of management including those responsible for the key regulations;

•	Reviewing the key accounting policies and estimates;
•	Agreeing the financial statement disclosures to underlying supporting documentation

We reviewed systems and procedures to identify potential areas of management override risk. In particular, we carried out a review of journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions to identify large or unusual transactions. We reviewed key authorisation procedures and decision-making processes for any unusual or one-off transactions. We also assessed management bias in relation to the accounting policies adopted and in determining significant accounting estimates.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities is available on the FRC’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

DNA Worldwide Group Holdings Limited

Independent Auditor's Report to the Members of DNA Worldwide Group Holdings Limited

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.

Mark Roach ACA (Senior statutory auditor)
For and on behalf of Price Bailey LLP
Chartered Accountants
Statutory Auditors
24 Old Bond Street
London
W1S 4AP

30 September 2025

DNA Worldwide Group Holdings Limited

Consolidated Profit and Loss Account
for the Year Ended 31 December 2024

	Note	2024 Continuing operations £	2024 Discontinued operations £	2024 Total £	2023 Continuing operations £	2023 Discontinued operations £	2023 Total £
Turnover	3	10,768,686	-	10,768,686	9,126,911	921,029	10,047,940
Cost of sales		(4,599,120)	-	(4,599,120)	(3,589,433)	(137,715)	(3,727,148)
Gross profit		6,169,566	-	6,169,566	5,537,478	783,314	6,320,792
Administrative expenses		(4,101,497)	-	(4,101,497)	(3,950,828)	(526,377)	(4,477,205)
Other operating income		59,697	-	59,697	-	-	-
Operating profit	5	2,127,766	-	2,127,766	1,586,650	256,937	1,843,587
Fair value adjustment in respect of investment properties		-	-	-	-	(713,535)	(713,535)
Other interest receivable and similar income	6	8,390	-	8,390	9,189	82	9,271
Interest payable and similar expenses	7	(15,071)	-	(15,071)	(18,665)	(13,933)	(32,598)
		(6,681)	-	(6,681)	(9,476)	(727,386)	(736,862)
Profit/(loss) before tax		2,121,085	-	2,121,085	1,577,174	(470,449)	1,106,725
Taxation	11	(405,207)	-	(405,207)	(290,357)	66,193	(224,164)
Profit/(loss) for the financial year		1,715,878	-	1,715,878	1,286,817	(404,256)	882,561

Page 10

DNA Worldwide Group Holdings Limited

Consolidated Profit and Loss Account
for the Year Ended 31 December 2024

	Note	2024 Continuing operations £	2024 Discontinued operations £	2024 Total £	2023 Continuing operations £	2023 Discontinued operations £	2023 Total £
Profit/(loss) attributable to:
Owners of the company		1,715,878	-	1,715,878	1,286,817	(366,619)	920,198
Minority interests		-	-	-	-	(37,637)	(37,637)
		1,715,878	-	1,715,878	1,286,817	(404,256)	882,561

Page 11

DNA Worldwide Group Holdings Limited

Consolidated Statement of Comprehensive Income
for the Year Ended 31 December 2024

	2024 £	2023 £
Profit for the year	1,715,878	882,561
Total comprehensive income for the year	1,715,878	882,561
Total comprehensive income attributable to:
Owners of the company	1,715,878	920,198
Minority interests	-	(37,637)
	1,715,878	882,561

DNA Worldwide Group Holdings Limited

(Registration number: 15240423)
Consolidated Balance Sheet as at 31 December 2024

	Note	2024 £	(As restated) 2023 £
Fixed assets
Intangible assets	12	551,481	-
Tangible assets	13	68,301	75,256
		619,782	75,256
Current assets
Stocks	15	122,381	122,279
Debtors	16	5,322,324	4,895,240
Cash at bank and in hand		1,739,741	2,439,792
		7,184,446	7,457,311
Creditors: Amounts falling due within one year	18	(2,312,013)	(1,932,456)
Net current assets		4,872,433	5,524,855
Total assets less current liabilities		5,492,215	5,600,111
Creditors: Amounts falling due after more than one year	18	(2,199,250)	(3,799,250)
Provisions for liabilities	19	(151,304)	(18,160)
Net assets		3,141,661	1,782,701
Capital and reserves
Called up share capital	21	200	200
Capital redemption reserve		2,400,000	800,000
Retained earnings		741,461	982,501
Equity attributable to owners of the company		3,141,661	1,782,701
Shareholders' funds		3,141,661	1,782,701

Approved and authorised by the Board on 30 September 2025 and signed on its behalf by:

D Nicholson
Director

DNA Worldwide Group Holdings Limited

(Registration number: 15240423)
Balance Sheet as at 31 December 2024

	Note	2024 £	2023 £
Fixed assets
Investments	14	5,041,451	5,041,450
Current assets
Debtors	16	525,487	-
Creditors: Amounts falling due within one year	18	(354,859)	(394,400)
Net current assets/(liabilities)		170,628	(394,400)
Total assets less current liabilities		5,212,079	4,647,050
Creditors: Amounts falling due after more than one year	18	(2,199,250)	(3,799,250)
Net assets		3,012,829	847,800
Capital and reserves
Called up share capital		200	200
Capital redemption reserve		2,400,000	800,000
Profit and loss reserve		612,629	47,600
Total equity		3,012,829	847,800

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes as it prepares group accounts. The company made a profit after tax for the financial year of £2,521,947 (2023 - profit of £847,600).

Approved and authorised by the Board on 30 September 2025 and signed on its behalf by:

D Nicholson
Director

DNA Worldwide Group Holdings Limited

Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2024

	Share capital £	Capital redemption reserve £	Retained earnings £	Total £	Total equity £
At 1 January 2024	200	800,000	1,130,026	1,930,226	1,930,226
Prior period adjustment	-	-	(147,525)	(147,525)	(147,525)
At 1 January 2024 (As restated)	200	800,000	982,501	1,782,701	1,782,701
Profit for the year	-	-	1,715,878	1,715,878	1,715,878
Dividends	-	-	(356,918)	(356,918)	(356,918)
Purchase of own share capital	-	-	(1,600,000)	(1,600,000)	(1,600,000)
Other capital redemption reserve movements	-	1,600,000	-	1,600,000	1,600,000
At 31 December 2024	200	2,400,000	741,461	3,141,661	3,141,661

Page 15

DNA Worldwide Group Holdings Limited

Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2024

	Share capital £	Capital redemption reserve £	Fair value reserve £	Retained earnings £	Total £	Non-controlling interests - Equity £	Total equity £
At 1 January 2023	200	-	1,184,995	869,248	2,054,443	78,341	947,789
Profit/(loss) for the year	-	-	-	920,198	920,198	(37,637)	882,561
Dividends	-	-	-	(749,940)	(749,940)	-	(749,940)
New share capital subscribed	20	-	-	-	20	-	20
Purchase of own share capital	(20)	-	-	(800,000)	(800,020)	-	(800,020)
Other capital redemption reserve movements	-	800,000	-	-	800,000	-	800,000
Decrease in ownership interests in subsidiaries that do not result in a loss of control	-	-	-	-	-	(40,704)	(40,704)
Other movements on reserves	-	-	-	(442,000)	(442,000)	-	(442,000)
Transfer of fair value adjustment from profit & loss	-	-	(599,172)	599,172	-	-	599,172
Transfer of realised gains/ losses to profit and loss	-	-	(585,823)	585,823	-	-	585,823
At 31 December 2023	200	800,000	-	982,501	1,782,701	-	1,782,701

Page 16

DNA Worldwide Group Holdings Limited

Statement of Changes in Equity
for the Year Ended 31 December 2024

	Share capital £	Capital redemption reserve £	Retained earnings £	Total £
At 1 January 2024	200	800,000	47,600	847,800
Profit for the year	-	-	2,521,947	2,521,947
Dividends	-	-	(356,918)	(356,918)
Purchase of own share capital	-	-	(1,600,000)	(1,600,000)
Other capital redemption reserve movements	-	1,600,000	-	1,600,000
At 31 December 2024	200	2,400,000	612,629	3,012,829

Share capital
£

Capital redemption reserve
£

Retained earnings
£

Total
£

Profit for the year

-

-

847,600

847,600

New share capital subscribed

200

-

-

200

Purchase of own share capital

-

-

(800,000)

(800,000)

Transfers

-

-

442,000

442,000

Other capital redemption reserve movements

-

800,000

-

800,000

Other movements on reserves

-

-

(442,000)

(442,000)

At 31 December 2023

200

800,000

47,600

847,800

Page 17

DNA Worldwide Group Holdings Limited

Consolidated Statement of Cash Flows
for the Year Ended 31 December 2024

	Note	2024 £	2023 £
Cash flows from operating activities
Profit for the year		1,715,878	882,561
Adjustments to cash flows from non-cash items
Depreciation and amortisation	5	35,527	64,024
Changes in fair value of investment property		-	798,896
Loss from disposals of investments	4	-	168,372
Finance income	6	(8,390)	(9,271)
Finance costs	7	-	12,444
Income tax expense	11	405,207	224,164
		2,148,222	2,141,190
Working capital adjustments
Increase in stocks	15	(102)	(46,849)
(Increase)/decrease in debtors	16	(427,084)	1,240,894
Increase/(decrease) in creditors	18	392,710	(986,509)
Cash generated from operations		2,113,746	2,348,726
Income taxes paid	11	(285,216)	(29,537)
Net cash flow from operating activities		1,828,530	2,319,189
Cash flows from investing activities
Interest received		8,390	9,271
Acquisitions of tangible assets	13	(28,572)	(39,702)
Acquisition of intangible assets	12	(551,481)	-
Acquisition of investment properties		-	(13,896)
Proceeds from sale of subsidiary shareholding, net of cash transferred		-	(43,735)
Net cash flows from investing activities		(571,663)	(88,062)
Cash flows from financing activities
Interest paid	7	-	(12,444)
Repayment of other borrowing		-	(512,068)
Redemption of preference shares		(1,600,000)	(800,000)
Dividends paid		(356,918)	(749,940)
Net cash flows from financing activities		(1,956,918)	(2,074,452)
Net (decrease)/increase in cash and cash equivalents		(700,051)	156,675
Cash and cash equivalents at 1 January 2024		2,439,792	2,283,117
Cash and cash equivalents at 31 December 2024		1,739,741	2,439,792

DNA Worldwide Group Holdings Limited

Notes to the Financial Statements
for the Year Ended 31 December 2024

1	General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Unit G1 Frome Business Park
Manor Road
Frome
Somerset
BA11 4FN

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

These financial statements are presented in Sterling (£).

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.

DNA Worldwide Group Holdings Limited

Notes to the Financial Statements
for the Year Ended 31 December 2024

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

Where subsidiary undertakings have been acquired they are included using the purchase method of accounting. The cost of such business combinations are measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

DNA Worldwide Group Holdings Limited

Notes to the Financial Statements
for the Year Ended 31 December 2024

Prior period errors

A prior year adjustment has been required to defer revenue in relation to DNA sample kits sent to customers but yet to be returned for processing at the balance sheet date.

As a result of the prior period adjustment accruals and deferred income at 31 December 2022 and 31 December 2023 have increased by £147,525 and the profit and loss reserve has reduced by the same amount. Net assets at both 31 December 2022 and 31 December 2023 have also therefore reduced by £147,525.

There has been no restatement of the profit previously reported for the year ending 31 December 2023 on the basis that any adjustment is not considered to be material.

Key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities at the balance sheet date and the amounts reported for revenue and expenses during the year. However, the nature of the estimation means that actual outcomes could differ from those estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Any revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period. If the revision affects both current and future periods then it is recognised in both the current and future periods..

1. Intangible asstes

The group capitalises costs relating to relating to research and development activities when it reaches the criteria specificed within section 18 of FRS102. These are amortised when products come to market over their expected useful econimic life.If a project that has been capitalised in a prior year is no longer consdered to be viable it is written off in full during the year.

2. Investment, debtor and intercompany loan provisions

Management assess the value of investments and recoverability of debtors and intercompany loans at each period end. The value of investments that is considered to be impaired and any debtor or intercompany loan that is not considered to be recoverable are provided against.

Turnover recognition

Turnover comprises the fair value of the consideration received or receivable for ancestry and legal DNA testing and reporting in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.

The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the group;
and specific criteria have been met for each of the group's activities.

Rental income comprises the fair value of the rent received and is recognised in the period to which the rent relates.

DNA Worldwide Group Holdings Limited

Notes to the Financial Statements
for the Year Ended 31 December 2024

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current 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 group operates and generates taxable income.

Deferred tax is recognised on timing differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Deferred tax liabilities are presented within provisions for liabilities on the balance sheet.

Tangible assets

Tangible assets are stated at cost, less accumulated depreciation and accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class	Depreciation method and rate
Fixtures & Fittings	25% Straight Line

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

DNA Worldwide Group Holdings Limited

Notes to the Financial Statements
for the Year Ended 31 December 2024

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life once development has completed as follows:

Asset class	Amortisation method and rate
Goodwill	3 years straight line
Software	Not currently amortised as incomplete

Investments

Investments are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress 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. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

DNA Worldwide Group Holdings Limited

Notes to the Financial Statements
for the Year Ended 31 December 2024

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Assets held under hire purchase agreements are capitalised as tangible fixed assets with the future obligation being recognised as a liability. Finance costs are recognised in the Profit and Loss Account calculated at a constant periodic rate of interest over the term of the liability.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payments obligations.

The contributions are recognised as an expense in the profit and loss account 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 group in independently administered funds.

DNA Worldwide Group Holdings Limited

Notes to the Financial Statements
for the Year Ended 31 December 2024

Financial instruments

Recognition and measurement
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to
another party.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

DNA Worldwide Group Holdings Limited

Notes to the Financial Statements
for the Year Ended 31 December 2024

Turnover

The analysis of the group's Turnover for the year from continuing operations is as follows:

	2024 £	2023 £
Sale of goods and services	10,768,686	9,717,171
Rental income from investment property	-	309,525
Other revenue	-	21,244
	10,768,686	10,047,940

4	Other gains and losses

The analysis of the group's other gains and losses for the year is as follows:

	2024 £	2023 £
Loss from disposals of investments	-	(168,372)

5	Operating profit

Arrived at after charging/(crediting)

	2024 £	2023 £
Depreciation expense	35,527	64,024
Foreign exchange losses	34,832	14,911
Operating lease expense - plant and machinery	-	5,798

6	Other interest receivable and similar income

	2024 £	2023 £
Interest income on bank deposits	8,390	9,233
Other finance income	-	38
	8,390	9,271

DNA Worldwide Group Holdings Limited

Notes to the Financial Statements
for the Year Ended 31 December 2024

7	Interest payable and similar expenses

	2024 £	2023 £
Interest on bank overdrafts and borrowings	-	12,444
Foreign exchange gains	15,071	20,154
	15,071	32,598

8	Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

	2024 £	2023 £
Wages and salaries	2,198,026	1,918,943
Social security costs	211,676	159,796
Pension costs, defined contribution scheme	40,447	41,322
Other employee expense	43,191	36,800
	2,493,340	2,156,861

The average number of persons employed by the group (including directors) during the year was 57 (2023 - 68).

9	Directors' remuneration

The directors' remuneration for the year was as follows:

	2024 £	2023 £
Remuneration	23,520	22,196
Contributions paid to money purchase schemes	941	888
	24,461	23,084

During the year the number of directors who were receiving benefits was as follows:

	2024 No.	2023 No.
Accruing benefits under money purchase pension scheme	2	2

10	Auditors' remuneration

The auditors' remuneration for the year ended 31 December 2024 is £40,000 (2023: £27,500).

DNA Worldwide Group Holdings Limited

Notes to the Financial Statements
for the Year Ended 31 December 2024

Taxation

Tax charged/(credited) in the consolidated profit and loss account

	2024 £	2023 £
Current taxation
UK corporation tax	272,063	314,753
Deferred taxation
Arising from origination and reversal of timing differences	133,144	(90,589)
Tax expense in the income statement	405,207	224,164

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2023 - lower than the standard rate of corporation tax in the UK) of 25% (2023 - 23.5%).

The differences are reconciled below:

	2024 £	2023 £
Profit before tax	2,121,085	1,106,725
Corporation tax at standard rate	530,271	260,080
Tax increase from effect of capital allowances and depreciation	-	1,499
Tax decrease from other short-term timing differences	(266)	(4,927)
Effect of expense not deductible in determining taxable profit (tax loss)	-	10,756
Tax decrease from effect of unrelieved tax losses carried forward	(3,407)	-
Tax decrease arising from group relief	-	(564)
Deferred tax expense from unrecognised tax loss or credit	-	73,249
Decrease in UK and foreign current tax from unrecognised temporary difference from a prior period	-	(21,706)
Deferred tax expense from unrecognised temporary difference from a prior period	-	20,092
Deferred tax credit relating to changes in tax rates or laws	-	(10,323)
Tax decrease from effect of adjustment in research and development tax credit	(121,391)	(143,595)
Tax increase from effect of unrelieved loss on disposal of operations	-	39,603
Total tax charge	405,207	224,164

DNA Worldwide Group Holdings Limited

Notes to the Financial Statements
for the Year Ended 31 December 2024

12	Intangible assets

Group

	Goodwill £	Internally generated software development costs £	Total £
Cost or valuation
At 1 January 2024	13,645	-	13,645
Additions internally developed	-	551,481	551,481
Disposals	(13,645)	-	(13,645)
At 31 December 2024	-	551,481	551,481
Amortisation
At 1 January 2024	13,645	-	13,645
Amortisation eliminated on disposals	(13,645)	-	(13,645)
At 31 December 2024	-	-	-
Carrying amount
At 31 December 2024	-	551,481	551,481

13	Tangible assets

Group

	Furniture, fittings and equipment £	Total £
Cost or valuation
At 1 January 2024	286,167	286,167
Additions	28,572	28,572
At 31 December 2024	314,739	314,739
Depreciation
At 1 January 2024	210,911	210,911
Charge for the year	35,527	35,527
At 31 December 2024	246,438	246,438
Carrying amount
At 31 December 2024	68,301	68,301
At 31 December 2023	75,256	75,256

DNA Worldwide Group Holdings Limited

Notes to the Financial Statements
for the Year Ended 31 December 2024

14	Investments

Group

Details of undertakings

Details of the investments in which the group holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking	Registered office	Holding	Proportion of voting rights and shares held
			2024	2023
Subsidiary undertakings
DNA Legal Limited	Unit G1, Frome Business Park, Frome, BA11 4FN		100%	100%
	England
Living DNA Limited	Unit G1, Frome Business Park, Frome, BA11 4FN		100%	100%
	England
DNA Worldwide Group Ltd	Unit G1, Frome Business Park, Frome, BA11 4FN		100%	100%
	England
MIM Integration Limited	Unit G1, Frome Business Park, Frome, BA11 4FN		100%	0%
	England

DNA Worldwide Group Limited and MIM Integrations Limited are direct investments of DNA Worldwide Group Holdings Limited. DNA Legal Limited and Living DNA Limited are 100% subsidiaries of DNA Worldwide Group Limited.

Subsidiary undertakings

The principal activity of DNA Legal Limited is DNA testing for legal purposes.

The principal activity of Living DNA Limited is DNA testing for health and ancestry purposes.

The principal activity of DNA Worldwide Group Ltd is a holding company for subsidiaries.

The principal activity of MIM Integration Limited is software development for DNA testing.

For the year ending 31 December 2024 the following subsidiaries were entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies:

DNA Worldwide Group Limited

MIM Integration Limited

DNA Worldwide Group Holdings Limited

Notes to the Financial Statements
for the Year Ended 31 December 2024

Company

	2024 £	2023 £
Investments in subsidiaries	5,041,451	5,041,450

Subsidiaries	£
Cost or valuation
At 1 January 2024	5,041,450
Additions	1
At 31 December 2024	5,041,451
Carrying amount
At 31 December 2024	5,041,451
At 31 December 2023	5,041,450

Stocks

	Group		Company
	2024 £	2023 £	2024 £	2023 £
Finished goods and goods for resale	27,631	39,344	-	-
Other stocks	94,750	82,935	-	-
	122,381	122,279	-	-

Debtors

		Group		Company
Current	Note	2024 £	2023 £	2024 £	2023 £
Trade debtors		1,407,357	939,727	-	-
Amounts owed by group undertakings	25	-	-	525,487	-
Other debtors	25	3,780,262	3,855,767	-	-
Prepayments		131,069	95,375	-	-
Accrued income		3,636	4,371	-	-
		5,322,324	4,895,240	525,487	-

17	Cash and cash equivalents

	Group		Company
	2024 £	2023 £	2024 £	2023 £
Cash at bank	1,739,741	2,439,792	-	-

DNA Worldwide Group Holdings Limited

Notes to the Financial Statements
for the Year Ended 31 December 2024

Creditors

		Group		Company
	Note	2024 £	(As restated) 2023 £	2024 £	2023 £
Due within one year
Trade creditors		707,218	536,467	-	-
Amounts owed to group undertakings		-	-	354,844	392,000
Social security and other taxes		563,882	289,538	-	-
Outstanding defined contribution pension costs		865	7,990	-	-
Other creditors		314,719	403,005	15	-
Accruals and deferred income		453,266	410,240	-	2,400
Corporation tax	11	272,063	285,216	-	-
		2,312,013	1,932,456	354,859	394,400
Due after one year
Loans and borrowings	22	2,199,250	3,799,250	2,199,250	3,799,250

19	Provisions for liabilities

Group

	Deferred tax £	Total £
At 1 January 2024	18,160	18,160
Increase (decrease) in existing provisions	133,144	133,144
At 31 December 2024	151,304	151,304

Deferred tax

Group

Deferred tax assets and liabilities

2024	Asset £	Liability £
Fixed asset timing differences	-	151,304
	-	151,304

2023	Asset £	Liability £
Fixed asset timing differences	-	18,160
	-	18,160

DNA Worldwide Group Holdings Limited

Notes to the Financial Statements
for the Year Ended 31 December 2024

20	Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £40,447 (2023 - £41,322).

Contributions totalling £865 (2023 - £7,990) were payable to the scheme at the end of the year and are included in creditors.

21	Share capital

Allotted, called up and fully paid shares

	2024		2023
	No.	£	No.	£
Ordinary shares of £1 each	120	120	120	120
A Ordinary shares of £1 each	50	50	50	50
B Ordinary shares of £1 each	30	30	30	30
	200	200	200	200

22	Loans and borrowings

Non-current loans and borrowings

	Group		Company
	2024 £	2023 £	2024 £	2023 £

Redeemable preference shares	2,199,250	3,799,250	2,199,250	3,799,250

Preference shares

A Preference Shares shall not entitle holders to receive notice of or attend and vote at general meetings. Each A Preference Share shall entitle the holder to receive a cumulative preferential cash dividend of 4% per annum on the amount paid up on each share, if recommended by the directors. On return of capital, the holders of each A Preference Share are entitled to the return of the amount paid up on such share and any accrued unpaid dividend. The company may, on not less than seven days' notice in writing to the holder thereof, redeem all or any of the preference shares.

DNA Worldwide Group Holdings Limited

Notes to the Financial Statements
for the Year Ended 31 December 2024

Dividends

Interim dividends paid

	2024 £	2023 £
Interim dividend paid	356,918	749,940

24	Analysis of changes in net debt

Group

	At 1 January 2024 £	Cashflows £	At 31 December 2024 £
Cash and cash equivalents
Cash	2,439,792	(700,051)	1,739,741
Borrowings
Preference shares treated as debt	(3,799,250)	1,600,000	(2,199,250)

	(1,359,458)	899,949	(459,509)

25	Related party transactions

Group

Transactions with directors

2024	At 1 January 2024 £	Repayments by director £	At 31 December 2024 £
D Nicholson
	10,113	(10,113)	-

Amounts advanced to directors which are exceeding £10,000 are charged interest at HMRC official rates.

2023	At 1 January 2023 £	Advances to director £	At 31 December 2023 £
D Nicholson
	-	10,113	10,113

DNA Worldwide Group Holdings Limited

Notes to the Financial Statements
for the Year Ended 31 December 2024

Summary of transactions with other related parties

Included within other debtors is a loan receivable from Frome Business Park Limited of £3,717,275 (2023: £3,717,275) which is an associated company of the group by virtue of D Nicholson being the ultimate controlling shareholder. The amount is repayable on demand.

Frome Business Park Limited also leases premises to the group. The total expenditure relating to rent paid to this associated company during the year to 31 December 2024 was £103,810 (2023: £105,854). There was a trade creditor balance of £1,200 (2023: £Nil) as at the balance sheet date owed to Frome Business Park Limited.

Tool & Gauge Cafe Limited is an associated company of the group by virtue of D Nicholson being the ultimate controlling shareholder. Expenses recorded in the profit or loss relating to this company totals £1,721 in the year to 31 December 2024 (2023: £700).

DNA Workplace Limited is an associated company of the group by virtue of D Nicholson being the ultimate controlling shareholder. Income recorded in the profit or loss relating to this company totals £33,708 in the year to 31 December 2024 (2023: £165,129). Expenditure recorded in the profit or loss relating to DNA Workplace Limited during the year totals £363,799 (2023: £160,135). As at the balance sheet date, there are balances relating to DNA Workplace Limited included within the group's trade debtors of £11,907 (2023: £31,067) and included within the group's trade creditors is £14,493 (2023: £12,672). Incuded within other debtors is a balance of £38,194 (2023: £Nil) for DNA Workplace Limited.

The company has taken advantage of the exemption under FRS 102 from disclosing related party transactions with other wholly owned group Companies.

26	Non adjusting events after the financial period

Since the year end the group have redeemed a further 950,000 A Preference shares of £1 each for total consideration of £950,000.

27	Parent and ultimate parent undertaking

The ultimate controlling party is D Nicholson.