The directors present their annual report and financial statements for the period ended 30 June 2025.

IVDeology Holdings Limited, the Company's parent, was acquired by Abingdon Health Plc on 3 May 2024.

The principal activity of the company continued to be that of acting as a UK Responsible Person in the medical device industry.

The company has taken the exemption conferred by S414(B) of the Companies Act 2006 which permits it to not present a strategic report on the grounds that it would qualify as small apart from being a member of an ineligible group.

The company has taken the exemption conferred by S415(A) of the Companies Act 2006 permitting it to prepare a directors report in accordance with the small companies regime on the grounds that it would qualify as small but for being a member of an ineligible group.

The results for the period are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Directors' indemnity insurance

Abingdon Health Plc has granted the directors of the Company with Qualifying Third-Party indemnity provisions within the meaning given to the term by Sections 234 and 235 of the Companies Act 2006. This is in respect of liabilities to which they may become liable in their capacity as director of the Company. Such indemnitees were in force throughout the financial year and will remain in force.

Going concern

The Company is part of Abingdon Health plc (the "Group") and relies on financial support of the Group to continue as a going concern. Accordingly, the Directors have considered the ability of the Group to continue as a going concern.

During the financial year the Group met its day to day working capital requirements through cash resources held with Barclays Bank plc, as well as an equity fundraise in August 2024 which provided £5.6 million (£5.2 million net of expenses).

As at 30 June 2025 the Group had cash and cash equivalents of £1.9 million (30 June 2024: £1.4 million), with £0.7 million (30 June 2024: £0.7 million) outstanding on a loan with Innovate where quarterly repayments are due to commence in July 2026 and complete in April 2030. Subsequent to 30 June 2025, the Company completed an additional equity fundraise in October 2025 which raised £3.4 million (£3.2 million net of expenses) from institutional and retail investors for working capital purposes and further expansion of Abingdon Health USA Inc.

The Board remains focused on growing the Group’s revenues through both broadening the range of services offered to the customer base, via both recent acquisitions and the opening of Abingdon Analytical Limited, and geographic expansion through Abingdon Health USA Inc. The Board’s expectation is that this revenue growth will progress the Group to a cashflow positive position during calendar year 2026, which will reduce the need for future equity funding.

The Group’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to operate within the level of its current cash resources for at least the next 12 months from the date of signing the financial statements.

Taking into account all of the above, the Directors have a reasonable expectation that the Group and Parent Company, and hence the Company, have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

RSM UK Audit LLP 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.

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.

The directors are responsible for preparing the Directors’ 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 those financial statements, the directors are required to: 

1. a.    select suitable accounting policies and then apply them consistently; 

1. b.    make judgements and accounting estimates that are reasonable and prudent; and 
   

2. c.    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. 

We have audited the financial statements of IVDeology UKRP Ltd (the ‘company’) for the period ended 30 June 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position and the Statement of Changes in Equity 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 FRS 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 30 June 2025 and of its profit for the period then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;

• 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.

Other matter – prior period financial statements not audited

The company was exempt from audit in the year ended 31 January 2024 and consequently the corresponding figures are unaudited.

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 the audit:

• the information given in the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors’ report has been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in 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, 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; or

• the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report or in preparing the directors’ report.

As explained more fully in the directors’ responsibilities statement set out on page 3, 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.

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 the audit was considered capable of detecting irregularities, including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

• obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;

• inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

• discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 101, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence with local tax authorities and evaluating advice received from external tax advisors.

The audit engagement team identified the risk of management override of controls and the risk of fraud in revenue recognition as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to:

• testing the appropriateness of journal entries and other adjustments based on risk criteria and comparing the identified entries to supporting documentation;

• assessing whether the judgements made in making accounting estimates were indicative of potential bias;

• evaluating the business rationale for any significant transactions that are unusual or outside the normal course of business;

• testing the accuracy and existence of revenue through agreement to cash receipt and other supporting evidence; and

• testing revenue transactions either side of the reporting period and revenue which has been accrued or deferred at the period end to determine that revenue has been recorded in the correct accounting period.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities This description forms part of our auditor’s report.

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.

The statement of comprehensive Income has been prepared on the basis that all operations are continuing operations.

The notes on pages 11 to 19 form part of these financial statements.

The notes on pages 11 to 19 form part of these financial statements.

The notes on pages 11 to 19 form part of these financial statements.

IVDeology UKRP Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Maidstone Innovation Centre, Gidds Pond Way, Maidstone, ME14 5FY. The company's principal activities and nature of its operations are disclosed in the directors' report.

The financial statements have been prepared for the reporting period from 1 February 2024 to 30 June 2025 and the comparative results are for the year to 31 January 2024 and therefore may not be entirely comparable. This was to bring the entity's year end in line with the other entities within the group including the ultimate parent company Abingdon Health Plc.

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 following transition to FRS 101 in the financial year.

The company transitioned to FRS 101 and these are the first financial statements presented under FRS 101. The date of transition was 1 February 2024. The company has not taken any transitional exemptions on adoption of FRS 101.

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.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

• the requirements of IAS 7 'Statement of Cash Flows' to present a statement of cash flows;

• disclosure of key management personnel compensation;

• comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment and intangible assets;

• a reconciliation of the number and weighted average exercise prices of share options, how the fair value of share-based payments was determined and their effect on profit or loss and the financial position; and

• the requirement of IAS 24 'Related Party Disclosures' to disclose related party transactions and balances between two or more members of a group.

Where required, equivalent disclosures are given in the group accounts of Abingdon Health Plc. The group accounts of Abingdon Health Plc are available to the public and can be obtained at Companies House.

The Company is part of Abingdon Health plc (the "Group") and relies on financial support of the Group to continue as a going concern. Accordingly, the Directors have considered the ability of the Group to continue as a going concern.true

During the financial year the Group met its day to day working capital requirements through cash resources held with Barclays Bank plc, as well as an equity fundraise in August 2024 which provided £5.6 million (£5.2 million net of expenses).

As at 30 June 2025 the Group had cash and cash equivalents of £1.9 million (30 June 2024: £1.4 million), with £0.7 million (30 June 2024: £0.7 million) outstanding on a loan with Innovate where quarterly repayments are due to commence in July 2026 and complete in April 2030. Subsequent to 30 June 2025, the Company completed an additional equity fundraise in October 2025 which raised £3.4 million (£3.2 million net of expenses) from institutional and retail investors for working capital purposes and further expansion of Abingdon Health USA Inc.

The Board remains focused on growing the Group’s revenues through both broadening the range of services offered to the customer base, via both recent acquisitions and the opening of Abingdon Analytical Limited, and geographic expansion through Abingdon Health USA Inc. The Board’s expectation is that this revenue growth will progress the Group to a cashflow positive position during calendar year 2026, which will reduce the need for future equity funding.

The Group’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to operate within the level of its current cash resources for at least the next 12 months from the date of signing the financial statements.

Taking into account all of the above, the Directors have a reasonable expectation that the Group and Parent Company, and hence the Company, have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

The company recognises revenue in accordance with IFRS 15 'Revenue from Contracts with Customers'. Revenue is recognised when control of goods or services is transferred to the customer at an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.

The company applies the five-step model outlined in IFRS 15:

1. 1.    Identify the contract(s) with a customer - The company enters into contracts that create enforceable rights and obligations with customers.

2. 2.    Identify the performance obligations in the contract - The company identifies each promise to transfer distinct goods or services to the customer.

3. 3.    Determine the transaction price - The company determines the amount of consideration to which it expects to be entitled, adjusted for variable consideration.

4. 4.    Allocate the transaction price to the performance obligations - Where contracts contain multiple performance obligations, the transaction price is allocated based on relative standalone selling prices.

5. 5.    Recognise revenue when (or as) performance obligations are satisfied - Revenue is recognised either at a point in time or over time based on enforceable right to payment, depending on when control transfers to the customer.

Regulatory services

Revenue represents amounts receivable for services provided in the normal course of business, net of value-added tax. The Company provides regulatory compliance services as a UK Responsible Person under retainer agreements.

The Company's performance obligation under these contracts is to stand ready to provide regulatory compliance services on a continuous basis throughout the retainer period. This represents a single performance obligation satisfied over time as the customer simultaneously receives and consumes the benefits of the Company's performance.

Revenue from both monthly and annual retainers is recognised over time using a time-based measure of progress, as this method best depicts the transfer of control to the customer. The transaction price is allocated evenly across the contract period and recognised monthly as the services are provided. For annual retainers, revenue is recognised on a straight-line basis over the twelve-month service period, regardless of the timing of invoicing or payment.

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.

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 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.

This category applies to trade and other receivables due from customers in the normal course of business. Trade and other receivables are initially recorded at fair value and thereafter are measured at amortised cost using the effective interest rate.

The company classifies its financial assets as at amortised cost only if both of the following criteria are met:

(i) the asset is held within a business model with the objective of collecting the contractual cash flows; and

(ii) the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding.

The company applies a forward-looking model of IFRS 9 to create an estimation of the expected credit losses arising in the next year on its financial assets, using an expectation derived from historical irrecoverable percentages as adjusted for predicted credit risk adjustments arising through forecast market changes.

If an asset is impaired, the impairment loss is the difference between the carrying value and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

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.

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as 'other financial liabilities'.

Other financial liabilities, including trade 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.

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

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.

Share capital represents the nominal value of shares that have been issued.

Retained earnings include all current and prior period retained profits.

The capital contribution reserve relates to the waiver of an intercompany loan, see note 12.

In the current year the company's audit fee and fees for other services has been borne by its ultimate parent, Abingdon Health Plc.

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

The directors of the company are remunerated through either a fellow group entity, IVDeology Limited or the ultimate parent company, Abingdon Health Plc. The directors do not receive any remuneration for their services as a directors to this entity.

The charge for the period can be reconciled to the profit per the income statement as follows:

Expected credit losses for the following 12 months have been estimated in accordance with IFRS 9 'Financial Instruments'. The current period expected credit losses have been adjusted to reflect credit risks outstanding at the current reporting period date. The expected credit loss provision has been determined by reference to past default experience and known issues. Write offs are made when the irrecoverable amount becomes certain. The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.

The amounts owed by fellow group undertakings are unsecured, interest free and repayable on demand.

The amounts owed to fellow group undertakings are unsecured, interest free and repayable on demand.

The prior period has been restated to show accruals and deferred income as due within one year to reflect the timing of when such liability was expected to be utilised.

Ordinary shareholders are entitled to one vote per share under all circumstances and entitled to dividend payments. In the event of a winding up of the company, Ordinary shareholders are entitled to participate in the distribution of the company's assets.

The Company, together with fellow subsidiary companies and the ultimate parent undertaking, entered into a debenture and cross guarantee with Barclays Bank plc on 30 January 2025, containing both fixed and floating charges over the company's assets.

The company has taken advantage of the disclosure exemptions conferred by FRS 101 to not disclose related party transactions and balances where relevant group companies are all wholly owned by the group headed by Abingdon Health Plc. Details of the outstanding balances at the year end are given in note 9 and note 10. There are no other related parties.

There are no other related party transactions to disclose.

The company's immediate parent company is IVDeology Holdings Ltd, a company registered in England and Wales.

The ultimate parent company and controlling parent company is Abingdon Health Plc, a company incorporated in England and Wales with it's registered office at York Biotech Campus, Sand Hutton, York, YO41 1LZ. Abingdon Health Plc is the smallest and largest group into which IVDeology UKRP Ltd is consolidated.

The prior period adjustment relates to deferred income being restated from non-liabilities to current liabilities. The adjustment is to reflect the contractual reality of these balances being payable within one year.

The company has taken advantage of the reduced disclosure exemptions under FRS 101 for the requirements of paragraph 79 (a)(iv) of IAS 1 'Presentation of Financial Statements' to present a third balance sheet.