Fentech UK Holdings Limited

	Page
Strategic Report	1
Directors' Report	2—3
Independent Auditor's Report	4—5
Consolidated Profit and Loss Account	6
Consolidated Statement of Comprehensive Income	7
Consolidated Balance Sheet	8
Company Balance Sheet	9
Consolidated Statement of Changes in Equity	10
Company Statement of Changes in Equity	11
Consolidated Statement of Cash Flows	12
Notes to the Consolidated Statement of Cash Flows	13
Notes to the Financial Statements	14—24

The directors present their strategic report for the year ended 31 March 2025.

Review of the Business

Whilst Fentech UK Holdings Limited continued to focus on its core activity as a manufacturer of single-use medical devices, it also continued with its interest in commercial property. Despite a reduction in sales compared to the previous year, the company remained profitable, delivering a trading profit before taxation. The group has a robust pipeline of new projects scheduled for 2025 and new infrastructure investments are now in place; the business is well positioned to support sustained growth beyond current demand.

Capital commitments

During the financial year covered by this report, Fentech UK Holdings Limited committed to purchasing two commercial properties. The first property exchanged in February 2025, and completion occurred in June 2025. The second property is due to exchange and complete in August 2025.

Principal Risks and Uncertainties

While most of our sales are within the UK and conducted in sterling, a significant proportion of our suppliers are based in Europe, introducing some foreign exchange risk. Our customer base is diverse, however our largest customer accounts for 40% of trade debtors. Whilst this customer represents a large amount of the sales, the sales are split over numerous different products. Each new customer project involves a lengthy development phase, and we are continuously working to replace legacy production with new business opportunities. Throughout the year, we faced various supplier challenges, leading to production stoppages and stock shortages. Where feasible, we have increased internal stock levels to mitigate production risks for our customers.

Key Performance Indicators

The main key performance indicators were as follows:

Gross Profit Margin: 2025 - 23% (2024 - 26.67%)

Net Profit Margin: 2025 - 1% (2024 - 8.67%)

Debtor Days Ratio: 2025 - 37 Days (2024 - 40 Days)

Creditor Days Ratio: 2025 - 37 Days (2024 - 36 Days)

Stock Days Ratio: 2025 - 100 Days (2024 - 86 Days)

The key performance indicators are monitored by the Board to ensure that they are progressing as planned in a timely manner. At this stage the Board is confident that while these targets were not met, that the foundations are in place for the following year.

On behalf of the board

Mr James Fenton

Director

11 December 2025

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Fentech UK Holdings Limited

Company No. 14600086

Directors' Report For The Year Ended 31 March 2025

Directors' Report

The directors present their report and the financial statements for the year ended 31 March 2025.

Change of Company Name

On the company changed its name from to Fentech UK Holdings Limited .

Principal Activity

The group's principal activity continues to be that of development and manufacture of precision engineered products for the medical profession..

Future Developments

Over the past three years, Meridian has experienced substantial growth and anticipates continued, though more moderate, expansion in the coming years. The company remains committed to strengthening relationships with both existing and potential customers, while actively pursuing marketing strategies to drive new business opportunities wherever possible.

Dividends

The value of dividends paid amounted to £250,000 .

Political Donations and Expenditure

Political donations amounted to £NIL .

Political expenditure amounted to £NIL .

Financial Instruments

Directors

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

Mr James Fenton

Mr Marcus Fenton

Qualifying Third-party and Pension Scheme Indemnity Provision

Research and Development

Post Balance Sheet Events

Employees

Employee Engagement Statement

Statement of Engagement with Suppliers, Customers and Others in a Business Relationship with the Group

Branches Outside the UK

Streamlined Energy and Carbon Reporting

Additional note to the Report of the Directors

Matters covered in the Strategic Report

Disclosures required under s416(4) of the Companies Act 2006 are commented upon in the Strategic Report as the directors consider them to be of strategic importance to the business.

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Fentech UK Holdings Limited

Directors' Report (continued)

For The Year Ended 31 March 2025

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, 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 the group and of the profit or loss of the group for that period. In preparing the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
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 and group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Directors' Report is approved:

so far as the director is aware, there is no relevant audit information of which the company and group's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and group's auditors are aware of that information.

Independent Auditors

The auditors, JWR Audit Limited, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.

On behalf of the board

Mr James Fenton

Director

11 December 2025

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Independent Auditor's Report

to the Members of

Fentech UK Holdings Limited

Independent Auditor's Report

Opinion

We have audited the financial statements of Fentech UK Holdings Limited (the "parent company") and its subsidiaries (the "group") for the year ended 31 March 2025 which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes of Equity, Company Statement of Changes of Equity, Consolidated Cash Flow Statement and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

In our opinion the financial statements:

give a true and fair view of the state of the group's and of the parent company's affairs as at 31 March 2025 and of the group's profit/(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 group and parent 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 group and parent company's ability to continue as a going concern for a period of at least 12 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. In connection with our audit of the financial statements, 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 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the 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 parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or 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 or 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.

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Independent Auditor's Report (continued)

to the Members of

Fentech UK Holdings Limited

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 2—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 group and 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.

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:

Irregularities, including fraud, are instances of non-compliance with laws and regulations.

We designed audit procedures to respond to the risk, recognising that 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, misrepresentations or through collusion.

Procedures performed by the audit team included:

- Discussions with management regarding known or suspected instances of non-compliance with laws and regulations;

- Evaluation of controls designed to prevent and detect irregularities; and

- Assessing journals entries as part of our planned audit approach.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

As in all of our audits we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website 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 that 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.

Katie Wood FCA FCCA (Senior Statutory Auditor)

for and on behalf of JWR Audit Limited , Statutory Auditor

11 December 2025

JWR Audit Limited

24 Picton House, Hussar Court, Westside View

Waterlooville

PO7 7SQ

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Fentech UK Holdings Limited

Consolidated Profit and Loss Account

For The Year Ended 31 March 2025

Consolidated Profit and Loss Account

		2025	2024
	Notes	£	£
TURNOVER	3	10,966,278	12,061,743
Cost of sales		(8,449,301 )	(8,844,650 )

GROSS PROFIT		2,516,977	3,217,093

Administrative expenses		(2,427,325 )	(2,157,034 )

OPERATING PROFIT	4	89,652	1,060,059
Loss on disposal of fixed assets		-	(18,922 )
Other interest receivable and similar income	9	23,926	12,987
Interest payable and similar charges	10	(5,092 )	(7,705 )

PROFIT BEFORE TAXATION		108,486	1,046,419
Tax on Profit	11	81,695	(230,369 )

PROFIT AFTER TAXATION BEING PROFIT FOR THE FINANCIAL YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT		190,181	816,050

The notes on pages 13 to 23 form part of these financial statements.

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Fentech UK Holdings Limited

Consolidated Statement of Comprehensive Income

For The Year Ended 31 March 2025

Consolidated Statement of Comprehensive Income

	2025	2024
	£	£
PROFIT FOR THE FINANCIAL YEAR	190,181	816,050
OTHER COMPREHENSIVE INCOME:
Gain on revaluation of property, plant and equipment	-	574,513

TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT	190,181	1,390,563

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Fentech UK Holdings Limited

Consolidated Balance Sheet

As At 31 March 2025

Consolidated Balance Sheet

Registered number: 14600086

		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	12		2,463,194		2,534,600

			2,463,194		2,534,600
CURRENT ASSETS
Stocks	14	1,992,157		2,136,264
Debtors	15	1,426,848		1,601,583
Cash at bank and in hand		1,017,208		1,164,546

		4,436,213		4,902,393
Creditors: Amounts Falling Due Within One Year	16	(1,093,774 )		(1,563,057 )

NET CURRENT ASSETS (LIABILITIES)			3,342,439		3,339,336

TOTAL ASSETS LESS CURRENT LIABILITIES			5,805,633		5,873,936

Creditors: Amounts Falling Due After More Than One Year			-		(2,791 )

PROVISIONS FOR LIABILITIES
Deferred Taxation	18		(353,039 )		(358,732 )

NET ASSETS			5,452,594		5,512,413

CAPITAL AND RESERVES
Called up share capital	20		50,000		50,000
Revaluation reserve	24		574,513		574,513
Profit and Loss Account			4,828,081		4,887,900

SHAREHOLDERS' FUNDS			5,452,594		5,512,413

On behalf of the board

Mr James Fenton

Director

11 December 2025

The notes on pages 13 to 23 form part of these financial statements.

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Fentech UK Holdings Limited

Company Balance Sheet

As At 31 March 2025

Company Balance Sheet

Registered number: 14600086

		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	12		1,902,518		1,932,748
Investments	13		50,000		50,000

			1,952,518		1,982,748
CURRENT ASSETS
Debtors	15	201,042		-
Cash at bank and in hand		430,391		500,000

		631,433		500,000
Creditors: Amounts Falling Due Within One Year	16	(54,536 )		(144,926 )

NET CURRENT ASSETS (LIABILITIES)			576,897		355,074

TOTAL ASSETS LESS CURRENT LIABILITIES			2,529,415		2,337,822

PROVISIONS FOR LIABILITIES
Deferred Taxation	18		(325,608 )		(326,858 )

NET ASSETS			2,203,807		2,010,964

CAPITAL AND RESERVES
Called up share capital	20		50,000		50,000
Revaluation reserve	24		574,513		574,513
Profit and Loss Account			1,579,294		1,386,451

SHAREHOLDERS' FUNDS			2,203,807		2,010,964

In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's profit for the year was £ 442,843 (2024: £ 1,676,451 profit).

On behalf of the board

Mr James Fenton

Director

11 December 2025

The notes on pages 13 to 23 form part of these financial statements.

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Fentech UK Holdings Limited

Consolidated Statement of Changes in Equity

For The Year Ended 31 March 2025

Consolidated Statement of Changes in Equity

	Share Capital	Revaluation reserve	Profit and Loss Account	Total
	£	£	£	£
As at 1 April 2023	50,000	-	4,361,850	4,411,850
Profit for year	-	-	816,050	816,050

Surplus on revaluation	-	574,513	-	574,513

Other comprehensive income for the year	-	574,513	-	574,513

Total comprehensive income for the year	-	574,513	816,050	1,390,563

Dividends paid	-	-	(290,000)	(290,000)

As at 31 March 2024 and 1 April 2024	50,000	574,513	4,887,900	5,512,413


Profit for the year and total comprehensive income	-	-	190,181	190,181

Dividends paid	-	-	(250,000)	(250,000)

As at 31 March 2025	50,000	574,513	4,828,081	5,452,594

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Fentech UK Holdings Limited

Company Statement of Changes in Equity

For The Year Ended 31 March 2025

Company Statement of Changes in Equity

	Share Capital	Revaluation reserve	Profit and Loss Account	Total
	£	£	£	£
As at 1 April 2023	50,000	-	-	50,000
Profit for year	-	-	1,676,451	1,676,451

Surplus on revaluation	-	574,513	-	574,513

Other comprehensive income for the year	-	574,513	-	574,513

Total comprehensive income for the year	-	574,513	1,676,451	2,250,964

Dividends paid	-	-	(290,000)	(290,000)

As at 31 March 2024 and 1 April 2024	50,000	574,513	1,386,451	2,010,964


Profit for the year and total comprehensive income	-	-	442,843	442,843

Dividends paid	-	-	(250,000)	(250,000)

As at 31 March 2025	50,000	574,513	1,579,294	2,203,807

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Fentech UK Holdings Limited

Consolidated Statement of Cash Flows

For The Year Ended 31 March 2025

Consolidated Statement of Cash Flows

		2025	2024
	Notes	£	£
Cash flows from operating activities
Net cash generated from operations	1	351,915	1,541,458
Interest paid		(1,931 )	(4,844 )
Tax paid		(142,485 )	(47,985 )

Net cash generated from operating activities		207,499	1,488,629

Cash flows from investing activities
Purchase of tangible assets		(95,266 )	(528,701 )
Interest received		23,926	12,987

Net cash used in investing activities		(71,340 )	(515,714 )

Cash flows from financing activities
Equity dividends paid		(250,000 )	(290,000 )
Repayment of finance leases		(33,497 )	(33,497 )

Net cash used in financing activities		(283,497 )	(323,497 )



(Decrease)/increase in cash and cash equivalents		(147,338 )	649,418
Cash and cash equivalents at beginning of year	2	1,164,546	515,128

Cash and cash equivalents at end of year	2	1,017,208	1,164,546

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Fentech UK Holdings Limited

Notes to the Consolidated Statement of Cash Flows

For The Year Ended 31 March 2025

Notes to the Consolidated Statement of Cash Flows

1. Reconciliation of profit for the financial year to cash generated from operations

	2025	2024
	£	£
Profit for the financial year	190,181	816,050
Adjustments for:
Tax on profit	(81,695 )	230,369
Interest expense	5,092	4,844
Interest income	(23,926 )	(12,987 )
Depreciation of tangible assets	166,672	169,841
Loss on disposal of tangible assets	-	18,922
Foreign exchange gains	(3,967)	-
Movements in working capital:
Decrease in stocks	144,107	234,189
Decrease/(increase) in trade and other debtors	174,735	(54,595 )
(Decrease)/increase in trade and other creditors	(219,284 )	134,825

Net cash generated from operations	351,915	1,541,458

2. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

	2025	2024
	£	£
Cash at bank and in hand	1,017,208	1,164,546

3. Analysis of changes in net funds

	As at 1 April 2024	Cash flows	As at 31 March 2025
	£	£	£
Cash at bank and in hand	1,164,546	(147,338)	1,017,208
Finance leases	(36,288)	33,497	(2,791)

	1,128,258	(113,841)	1,014,417

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Fentech UK Holdings Limited

Notes to the Financial Statements

For The Year Ended 31 March 2025

Notes to the Financial Statements

1. General Information

Fentech UK Holdings Limited is a private company, limited by shares, incorporated in England & Wales, registered number 14600086 . The registered office is Unit 1 Thorgate Road, Lineside Industrial Estate, Littlehampton, West Sussex, BN17 7LU.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.

2.2. Basis Of Consolidation

The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 31 March 2025.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.

Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and where the group has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting.

Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.

Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.

Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.

2.3. Business Combinations

Business combinations are accounted for by applying the purchase method.

The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.

Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.

On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.

2.4. Significant judgements and estimations

In preparing the financial statements in accordance with FRS 102, management is required to make judgements, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

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

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Fentech UK Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

2.5. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.6. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Freehold	2% straight line
Plant & Machinery	15% on reducing balance
Motor Vehicles	25% on reducing balance
Fixtures & Fittings	10% on reducing balance
Computer Equipment	33% straight line

2.7. Investments

2.8. Leasing and Hire Purchase Contracts

Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the group. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.

2.9. Stocks and Work in Progress

Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks.

Cost is determined using the first-in, first-out method. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.

Work in progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.

At the end of each reporting period stocks are assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account. Where a reversal of the impairment is required the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the profit and loss account.

2.10. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.

2.11. Foreign Currencies

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

Page 15

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Fentech UK Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

2.12. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing 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. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.13. Individual Income Statement

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

3. Turnover

Analysis of turnover by geographical market is as follows:

	2025	2024
	£	£
United Kingdom	9,490,757	10,601,235
Europe	823,401	1,141,468
Rest of the world	652,120	319,040

	10,966,278	12,061,743

4. Operating Profit

The operating profit is stated after charging:

	2025	2024
	£	£
Operating lease rentals	260,844	234,910
Exchange differences	3,967	7,061
Depreciation of tangible fixed assets - owned	166,672	159,100
Depreciation of tangible fixed assets - finance leases and hire purchase contracts	-	10,741

5. Auditor's Remuneration

Remuneration received by the group's auditors and their associates during the year was as follows:

	2025	2024
	£	£
Audit Services
Audit of the group and company's financial statements	12,500	-

Page 16

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Fentech UK Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

6. Staff Costs

Staff costs, including directors' remuneration, were as follows:

	2025	2024
	£	£
Wages and salaries	3,995,700	3,767,700
Social security costs	345,137	334,231
Other pension costs	161,176	145,248

	4,502,013	4,247,179

7. Average Number of Employees

Group

Average number of employees, including directors, during the year was as follows:

	2025	2024
Directors	2	2
Staff	133	124

	135	126

Company

Average number of employees, including directors, during the year was: NIL (2024: NIL)

8. Directors' remuneration

	2025	2024
	£	£
Emoluments	162,000	197,866
Company contributions to money purchase pension schemes	74,000	70,000

	236,000	267,866

Information regarding the highest paid director was as follows:

	2025	2024
	£	£
Emoluments	90,000	118,509

9. Interest Receivable and Similar Income

	2025	2024
	£	£
Bank interest receivable	22,405	12,987
Other interest receivable type A	1,521	-

	23,926	12,987

Page 17

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Fentech UK Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

10. Interest Payable and Similar Charges

	2025	2024
	£	£
Bank loans and overdrafts	3,158	2,861
Finance charges payable under finance leases and hire purchase contracts	1,934	4,844

	5,092	7,705

11. Tax on Profit

	Tax Rate		2025	2024
The tax (credit)/charge on the profit for the year was as follows:
	2025	2024	£	£
Current tax
UK Corporation Tax	25.0%	25.0%	44,828	236,180
Prior period adjustment			(120,830 )	-

			(76,002 )	236,180
Deferred Tax
Deferred taxation			(5,693 )	(5,811 )


Total tax charge for the period			(81,695 )	230,369


The actual (credit)/charge for the year can be reconciled to the expected charge for the year based on the profit and the standard rate of corporation tax as follows:
			2025	2024
			£	£
Profit before tax			108,486	1,046,419

Tax on profit at 25% (UK standard rate)			104,622	600,788
Goodwill/depreciation not allowed for tax			41,668	42,461
Expenses not deductible for tax purposes			25	1,365
Tax losses utilised			-	(2,205 )
Capital allowances			(23,154 )	(33,637 )
Research and Development tax credit			-	(24,780 )
Prior period adjustment			(120,830 )	-
Difference in tax rates			(833 )	(5,974 )
Deferred tax from unrecognised timing difference from a prior period			(5,693 )	(5,811 )
Revenue exempt from taxation			(77,500 )	(339,183 )
Current tax from unrecognised timing difference from a prior period			-	(2,655 )

Total tax charge for the period			(81,695)	230,369

Page 18

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Fentech UK Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

12. Tangible Assets

Group

	Land & Property
	Freehold	Plant & Machinery	Motor Vehicles	Fixtures & Fittings
	£	£	£	£
Cost or Valuation
As at 1 April 2024	2,123,018	1,484,880	18,045	203,425
Additions	5,271	57,049	10,000	16,551

As at 31 March 2025	2,128,289	1,541,929	28,045	219,976

Depreciation
As at 1 April 2024	257,330	952,784	13,764	84,634
Provided during the period	53,906	88,115	3,570	14,368

As at 31 March 2025	311,236	1,040,899	17,334	99,002

Net Book Value
As at 31 March 2025	1,817,053	501,030	10,711	120,974

As at 1 April 2024	1,865,688	532,096	4,281	118,791


	Computer Equipment	Total
	£	£
Cost or Valuation
As at 1 April 2024	222,992	4,052,360
Additions	6,395	95,266

As at 31 March 2025	229,387	4,147,626

Depreciation
As at 1 April 2024	209,248	1,517,760
Provided during the period	6,713	166,672

As at 31 March 2025	215,961	1,684,432

Net Book Value
As at 31 March 2025	13,426	2,463,194

As at 1 April 2024	13,744	2,534,600

Included above are assets held under finance leases or hire purchase contracts with a net book value as follows:

	2025	2024
	£	£
Plant & Machinery	60,864	71,605

Page 19

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Fentech UK Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

Cost or valuation as at 31 March 2025 represented by:

	Land & Property
	Freehold	Plant & Machinery	Motor Vehicles	Fixtures & Fittings
	£	£	£	£
At cost	1,553,779	1,541,929	28,045	219,976
At valuation	574,510	-	-	-

	2,128,289	1,541,929	28,045	219,976


	Computer Equipment	Total
	£	£
At cost	229,387	3,573,116
At valuation	-	574,510

	229,387	4,147,626

Company

	Land & Property
	Freehold	Plant & Machinery	Motor Vehicles	Fixtures & Fittings
	£	£	£	£
Cost
As at 1 April 2024	1,391,331	443,228	4,281	80,163
Additions	2,652	57,049	10,000	16,550

As at 31 March 2025	1,393,983	500,277	14,281	96,713

Depreciation
As at 1 April 2024	-	-	-	-
Provided during the period	27,880	75,042	3,570	9,671

As at 31 March 2025	27,880	75,042	3,570	9,671

Net Book Value
As at 31 March 2025	1,366,103	425,235	10,711	87,042

As at 1 April 2024	1,391,331	443,228	4,281	80,163


	Computer Equipment	Total
	£	£
Cost
As at 1 April 2024	13,745	1,932,748
Additions	6,395	92,646

As at 31 March 2025	20,140	2,025,394

...CONTINUED

Page 20

Page 21

Fentech UK Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

Depreciation
As at 1 April 2024	-	-
Provided during the period	6,713	122,876

As at 31 March 2025	6,713	122,876

Net Book Value
As at 31 March 2025	13,427	1,902,518

As at 1 April 2024	13,745	1,932,748

13. Investments

Company

	Unlisted
	£
Cost
As at 1 April 2024	50,000

As at 31 March 2025	50,000

Provision
As at 1 April 2024	-

As at 31 March 2025	-

Net Book Value
As at 31 March 2025	50,000

As at 1 April 2024	50,000

14. Stocks

	2025	2024
	£	£
Materials	1,206,243	1,340,552
Finished goods	537,304	319,939
Work in progress	248,610	475,773

	1,992,157	2,136,264

15. Debtors

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Due within one year
Trade debtors	1,179,195	1,415,115	-	-
Prepayments and accrued income	178,353	162,968	-	-
Other debtors	69,300	23,500	45,699	-
Amounts owed by subsidiaries	-	-	155,343	-

	1,426,848	1,601,583	201,042	-

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Fentech UK Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

16. Creditors: Amounts Falling Due Within One Year

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Net obligations under finance lease and hire purchase contracts	2,791	33,497	-	-
Trade creditors	640,753	691,219	-	-
Corporation tax	44,828	264,121	42,186	143,726
Other taxes and social security	68,830	70,530	-	-
VAT	249,005	343,273	5,890	-
Other creditors	19,327	20,210	-	-
Accruals and deferred income	68,240	140,207	6,460	1,200

	1,093,774	1,563,057	54,536	144,926

17. Obligations Under Finance Leases and Hire Purchase

	Group
	2025	2024
	£	£
The future minimum finance lease payments are as follows:
Not later than one year	2,791	33,497
Later than one year and not later than five years	-	2,791

	2,791	36,288

	2,791	36,288

18. Deferred Taxation

The provision for deferred tax is made up as follows:

	Group		Company
	2025	2024	2025	2024
	£	£	£	£
Other timing differences	353,039	358,732	325,608	326,858

19. Provisions for Liabilities

Group
	Deferred Tax	Total
	£	£
As at 1 April 2024	358,732	358,732
Reversals	(5,693 )	(5,693)

Balance at 31 March 2025	353,039	353,039

Company
	Deferred Tax	Total
	£	£
As at 1 April 2024	326,858	326,858

Balance at 31 March 2025	326,858	326,858

Page 22

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Fentech UK Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

20. Share Capital

	2025	2024
Allotted, called up and fully paid	£	£
500,000 Ordinary Shares of £ 0.10 each	50,000	50,000

21. Capital Commitments

	2025	2024
	£	£
At the end of the period	430,300	-

At the end of the period, the group and company had capital commitments contracted for but not provided in these financial statements

22. Other Commitments

The total of future minimum lease payments under non-cancellable operating leases are as following:

	2025	2024
	£	£
Not later than one year	111,463	90,463
Later than one year and not later than five years	314,871	248,417
Later than five years	280,000	-

	706,334	338,880

23. Pension Commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund.

During the year the charge to the profit and loss account in respect of defined contribution schemes was £161,176 (2024: £145,248).

At the balance sheet date contributions of £13,541 (2024: £12,167) were due to the fund and are included in creditors.

24. Reserves

Group

	Revaluation Reserve
	£
As at 1 April 2024	574,513

As at 31 March 2025	574,513

25. Related Party Disclosures

The company has taken advantage of exemption, under 33.1A of the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose transactions with wholly owned subsidiaries within the group.

During the year Meridian Medical Limited paid £48,000 to the Directors, in relation to a unit which is rented to the company from the Directors SIPP. The rent paid was at market rate.

26. Controlling Parties

The Directors do not consider there to be one ultimate controlling party due to the virtue of the shareholding in the company.

27. Secutiries and charges

There is an Unlimited Multilateral Guarantee, in favour of third parties, dated 08 August 2024 in place given by Fentech UK Holdings Limited and its subsidiary, Meridial Medical Limited.

This comprises a debenture including a Fixed Charge over all present freehold and leasehold property; First Fixed Charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and First Floating Charge over all assets and undertaking both present and future dated 30 October 2024.

Page 23

Page 24

Fentech UK Holdings Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 March 2025

Page 24