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Registration number: 08545997

Seed Newco Limited
Annual Report and Consolidated Financial Statements
for the Year Ended 30 June 2025

Seed Newco Limited

Contents

Company Information | 1
Strategic Report | 2 to 3
Directors' Report | 4
Statement of Directors' Responsibilities | 5
Independent Auditor's Report | 6 to 8
Consolidated Profit and Loss Account | 9
Consolidated Statement of Comprehensive Income | 10
Consolidated Balance Sheet | 11
Balance Sheet | 12
Consolidated Statement of Changes in Equity | 13
Statement of Changes in Equity | 14
Consolidated Statement of Cash Flows | 15
Notes to the Financial Statements | 16 to 30

Seed Newco Limited

Company Information

Directors | E J T Brett M K Hughes S Rashid K J Terry

Registered office | The Coach House Grenville Court Britwell Road Burnham Slough SL1 8DF

Auditors | Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT

Seed Newco Limited

Strategic Report for the Year Ended 30 June 2025

The directors present their strategic report for the year ended 30 June 2025.

Principal activity

The principal activity of the group is The principal activity of the group is the wholesale of uro-oncology medical devices. Since its inception in 2013, the group has grown to become a leading international partner to hospitals and clinics, supplying innovative products that deliver positive clinical outcomes through proven diagnostics and treatment approaches. It is the market leader in prostate brachytherapy and prostate biopsy in the UK, Ireland, Australia and New Zealand, with further expansion into Europe currently underway.

Values
The group operates within the following value framework:
Purpose
To treat cancer and inspire hope to patients and their families.
Vision
Share the future of the patient healthcare journey for cancer and urological conditions.
Positioning
Unite in hope to transform patient lives through sustainable and ethical healthcare solutions.
Value
Fostering trust with customers, enhancing patient lives through innovation and social responsibility.

Fair review of the business

The results for the year, which are set out in the profit and loss account, show turnover of £16,549,550 (2024 - £16,410,067) and an operating profit of £3,174,925 (2024 - £3,166,037). At 30 June 2025, the group had net assets of £11,614,270 (2024 - £9,520,855).
During the year, the group achieved a significant milestone having supported over 300,000 local anaesthetic transperineal (LATP) biopsies.
The directors consider the performance for the year and the financial position at the year end to be satisfactory.

Key performance indicators

| 2025 | 2024
Turnover from continuing operations | £16,549,550 | £16,410,067
Gross profit from continuing operations | £8,475,904 | £8,113,661
Gross profit from continuing operations (%) | 51.2% | 49.4%
EBITDA from continuing operations | £4,591,717 | £4,337,265
LDR Brachytherapy patients | 1,557 | 1,674
LATP biopsies | 68,855 | 65,435
New LATP biopsy centres | 42 | 23

Principal risks and uncertainties

The management of the business and the execution of the company’s strategy are subject to a number of risks. The key business risks and uncertainties affecting the company are considered to relate to ongoing compliance with current and future legislation affecting the sector in which its subsidiary undertakings operate and exposure to certain foreign exchange fluctuations.
To mitigate these risks, the group has increased its investment in its Quality and Regulatory Affairs resource, and continues to follow its hedging policy, utilising US Dollar forward contracts.
Overall, the group continues to focus on maintaining its market leadership through outstanding service, robust training offerings, and a strong commitment to innovation.

Seed Newco Limited

Strategic Report for the Year Ended 30 June 2025

Future developments

The directors expect the level of activity to increase due to organic growth in the forthcoming year.

Approved by the Board on 3 February 2026 and signed on its behalf by:

M K Hughes
Director

Seed Newco Limited

Directors' Report for the Year Ended 30 June 2025

The directors present their report and the for the year ended 30 June 2025.

Directors of the company

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

E J T Brett

M K Hughes

S Rashid

K J Terry

Financial instruments

Objectives and policies

The group uses various financial instruments, these include cash at bank, related party funding, loan notes and various items such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the operations of the group.
The existence of these financial instruments exposes the group to a number of financial risks, which are described in more detail below. The group does not use derivatives to manage the risks arising from the group’s activities and no transactions of a speculative nature are undertaken.

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

The main risk arising from the group’s financial instruments are credit risk, interest rate risk and liquidity risk. The directors review and agree policies for managing each of these risks and they are summarised below:
Credit risk
The group’s principal financial assets are cash and trade debtors. The credit risk associated with cash is limited as the counter parties have high credit ratings assigned by international credit-rating agencies. The principal credit risk arises therefore from the group’s trade debtors. The directors manage this risk through credit control procedures.

Going concern

After reviewing the group's forecasts and projections, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its financial statements.

Disclosure of information to the auditor

Each director has taken the 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.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 3 February 2026 and signed on its behalf by:

M K Hughes
Director

Seed Newco Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, 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 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.

Seed Newco Limited

Independent Auditor's Report to the Members of Seed Newco Limited

Opinion

We have audited the financial statements of Seed Newco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, 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, 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 30 June 2025 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's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Seed Newco Limited

Independent Auditor's Report to the Members of Seed Newco Limited

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 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page 5, 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’s 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.

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.

Extent to which the audit was capable of detecting irregularities, including fraud
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 considered the nature of the group’s industry and its control environment and reviewed the groups’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

Seed Newco Limited

Independent Auditor's Report to the Members of Seed Newco Limited

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:

• | reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• | performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

• | enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

• | reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, 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. There are inherent limitations in the audit procedures performed 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 are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at 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.

Martin Howard (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

4 February 2026

Seed Newco Limited

Consolidated Profit and Loss Account for the Year Ended 30 June 2025

| Notes | 2025 £ | 2024 £
Turnover | 3 | 16,549,550 | 16,410,067
Cost of sales |  | (8,073,646) | (8,291,406)
Gross profit |  | 8,475,904 | 8,118,661
Administrative expenses |  | (4,139,225) | (4,021,678)
Exceptional costs | 6 | (1,213,018) | (930,946)
Other operating income | 4 | 51,264 | -
Operating profit | 5 | 3,174,925 | 3,166,037
Share of losses in joint venture |  | - | (154,941)
Other interest receivable and similar income | 7 | 106,634 | 87,837
Interest payable and similar charges | 8 | (7,549) | (45,331)
Profit before tax |  | 3,274,010 | 3,053,602
Taxation | 12 | (1,072,297) | (1,248,173)
Profit for the financial year |  | 2,201,713 | 1,805,429
Profit/(loss) attributable to: |  |  |
Owners of the company |  | 2,404,480 | 1,873,366
Minority interests |  | (202,767) | (67,937)
|  | 2,201,713 | 1,805,429

The above results were derived from continuing operations.

Seed Newco Limited

Consolidated Statement of Comprehensive Income for the Year Ended 30 June 2025

| 2025 £ | 2024 £
Profit for the year | 2,201,713 | 1,805,429
Deferred tax on revaluation of software licenses | 20,870 | 24,471
Foreign currency translation gains/(losses) | (129,168) | 2,607
| (108,298) | 27,078
Total comprehensive income for the year | 2,093,415 | 1,832,507
Total comprehensive income attributable to: |  |
Owners of the company | 2,296,182 | 1,900,444
Minority interests | (202,767) | (67,937)
| 2,093,415 | 1,832,507

Seed Newco Limited

(Registration number: 08545997)
Consolidated Balance Sheet as at 30 June 2025

| Notes | 2025 £ | 2024 £
Fixed assets |  |  |
Intangible assets | 13 | 1,033,613 | 1,150,474
Tangible assets | 14 | 283,834 | 354,305
|  | 1,317,447 | 1,504,779
Current assets |  |  |
Stocks | 16 | 1,529,236 | 1,887,446
Debtors: Amounts falling due within one year | 17 | 3,349,268 | 3,029,917
Debtors: Amounts falling due after more than one year | 17 | 37,500 | 37,500
Cash at bank and in hand |  | 8,870,432 | 6,669,028
|  | 13,786,436 | 11,623,891
Creditors: Amounts falling due within one year | 18 | (3,394,655) | (3,491,382)
Net current assets |  | 10,391,781 | 8,132,509
Total assets less current liabilities |  | 11,709,228 | 9,637,288
Provisions for liabilities | 12 | 94,958 | 116,433
Capital and reserves |  |  |
Called up share capital | 20 | 32,700 | 32,700
Share premium reserve |  | 514,522 | 514,522
Revaluation reserve |  | 281,151 | 343,759
Profit and loss account |  | 10,741,156 | 8,479,594
Equity attributable to owners of the company |  | 11,569,529 | 9,370,575
Minority interests |  | 44,741 | 150,280
Total equity |  | 11,614,270 | 9,520,855
Total capital, reserves and long-term liabilities |  | 11,709,228 | 9,637,288

Approved and authorised by the Board on 3 February 2026 and signed on its behalf by:

M K Hughes
Director

Seed Newco Limited

(Registration number: 08545997)
Balance Sheet as at 30 June 2025

| Notes | 2025 £ | 2024 £
Fixed assets |  |  |
Investments | 15 | 655,130 | 655,130
Current assets |  |  |
Debtors | 17 | 1,342,740 | 1,005,178
Creditors: Amounts falling due within one year | 18 | (1,401,781) | (1,077,853)
Net current liabilities |  | (59,041) | (72,675)
Net assets |  | 596,089 | 582,455
Capital and reserves |  |  |
Called up share capital | 20 | 32,700 | 32,700
Share premium reserve |  | 514,522 | 514,522
Profit and loss account |  | 48,867 | 35,233
Total equity |  | 596,089 | 582,455

The company made a profit after tax for the financial year of £13,634 (2024 - profit of £9,774).

Approved and authorised by the Board on 3 February 2026 and signed on its behalf by:

M K Hughes
Director

Seed Newco Limited

Consolidated Statement of Changes in Equity for the Year Ended 30 June 2025
Equity attributable to the parent company

| Share capital £ | Share premium £ | Revaluation reserve £ | Retained earnings £ | Total £ | Non-controlling interests - Equity £ | Total equity £
At 1 July 2024 | 32,700 | 514,522 | 343,759 | 8,479,594 | 9,370,575 | 150,280 | 9,520,855
Profit/(loss) for the year | - | - | - | 2,404,480 | 2,404,480 | (202,767) | 2,201,713
Other comprehensive income | - | - | 20,870 | (129,168) | (108,298) | - | (108,298)
Total comprehensive income | - | - | 20,870 | 2,275,312 | 2,296,182 | (202,767) | 2,093,415
Transfers | - | - | (83,478) | 83,478 | - | - | -
Increase in ownership interests in subsidiaries | - | - | - | (97,228) | (97,228) | 97,228 | -
At 30 June 2025 | 32,700 | 514,522 | 281,151 | 10,741,156 | 11,569,529 | 44,741 | 11,614,270

| Share capital £ | Share premium £ | Revaluation reserve £ | Profit and loss account £ | Total £ | Non- controlling interests £ | Total equity £
At 1 July 2023 | 32,700 | 514,522 | 536,838 | 6,439,871 | 7,523,931 | - | 7,523,931
Profit/(loss) for the year | - | - | - | 1,873,366 | 1,873,366 | (67,937) | 1,805,429
Other comprehensive income | - | - | 24,471 | 2,607 | 27,078 | - | 27,078
Total comprehensive income | - | - | 24,471 | 1,875,973 | 1,900,444 | (67,937) | 1,832,507
Transfers | - | - | (217,550) | 217,550 | - | - | -
Increase in ownership interests in subsidiaries | - | - | - | (53,800) | (53,800) | 53,800 | -
Acquisition of subsidiaries, increase/decrease in equity | - | - | - | - | - | 164,417 | 164,417
At 30 June 2024 | 32,700 | 514,522 | 343,759 | 8,479,594 | 9,370,575 | 150,280 | 9,520,855

Seed Newco Limited

Statement of Changes in Equity for the Year Ended 30 June 2025

| Share capital £ | Share premium £ | Profit and loss account £ | Total £
At 1 July 2024 | 32,700 | 514,522 | 35,233 | 582,455
Profit for the year | - | - | 13,634 | 13,634
At 30 June 2025 | 32,700 | 514,522 | 48,867 | 596,089

| Share capital £ | Share premium £ | Profit and loss account £ | Total £
At 1 July 2023 | 32,700 | 514,522 | 25,459 | 572,681
Profit for the year | - | - | 9,774 | 9,774
At 30 June 2024 | 32,700 | 514,522 | 35,233 | 582,455

Seed Newco Limited

Consolidated Statement of Cash Flows for the Year Ended 30 June 2025

| 2025 £ | 2024 £
Cash flows from operating activities
Profit for the year | 2,201,713 | 1,805,429
Adjustments to cash flows from non-cash items |  |
Depreciation and amortisation | 224,136 | 457,190
Loss on disposal of intangible assets | - | 188,324
Finance income | (106,634) | (87,837)
Finance costs | 7,549 | 45,331
Share of loss in joint venture | - | 154,941
Income tax expense | 1,072,297 | 1,248,173
Foreign exchange gains/losses | (39,406) | (196,092)
| 3,359,655 | 3,615,459
Working capital adjustments |  |
Decrease/(increase) in stocks | 358,210 | (577,478)
(Increase)/decrease in trade debtors | (319,351) | 215,001
(Decrease)/increase in trade creditors | (510,101) | 462,658
Cash generated from operations | 2,888,413 | 3,715,640
Income taxes paid | (747,148) | (668,690)
Net cash flow from operating activities | 2,141,265 | 3,046,950
Cash flows from investing activities |  |
Interest received | 106,634 | 87,837
Acquisitions of tangible assets | (38,946) | (72,826)
Proceeds from sale of intangible assets | - | 31,065
Acquisition of investments in joint ventures and associates | - | 24,343
Net cash flows from investing activities | 67,688 | 70,419
Cash flows from financing activities |  |
Interest paid | (7,549) | (165,437)
Repayment of other borrowing | - | (2,807,197)
Advances to directors | - | (1,000,000)
Net cash flows from financing activities | (7,549) | (3,972,634)
Net increase/(decrease) in cash and cash equivalents | 2,201,404 | (855,265)
Cash and cash equivalents at 1 July | 6,669,028 | 7,525,075
Cash and cash equivalents at 30 June | 8,870,432 | 6,669,810

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 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:
The Coach House
Grenville Court
Britwell Road
Burnham
Slough
SL1 8DF

| 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 for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 June 2025.

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. A joint venture is an entity where control is jointly shared by the company and another outside third party in order to achieve a shared common purpose.
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. Only the portion of the joint ventures profits or losses relating to the company's share in the entity are recognised in the Profit and Loss as a single line item from the effective date of acquisition or up to the effective date of disposal, as appropriate.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is 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.
The equity method of accounting is used to account for investments in joint ventures by the group. the transaction is initially recognised at its transaction price and subsequently adjusted to reflect the group's share of of profit or loss, other comprehensive income and equity of the joint venture.

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 2 | Accounting policies (continued)

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.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Judgements and estimation uncertainty

Costs included within capitalised development costs include customer training costs incurred in order to ensure that there is a sufficient customer base in order to ensure that future economic benefit will be received. Once this point, in the opinion of the directors has been met, all subsequent customer training costs incurred are expensed as a cost of sale. In addition, costs included in development costs are those costs incurred in respect of the development of new products where it is the opinion of the directors that the company has moved beyond the research phase and into product development and that the necessary recognition criteria for the capitalisation of development costs have been met. At 1 January 2020, software licenses were revalued to align their value with the fair value of the software licenses on an open market. In line with FRS 102, a company is entitled to revalue an intangible asset if there is an active market among other criteria. In the opinion of the directors, an active market exists on the basis that in order to make use of Variseed software, which is required in order to provide brachytherapy, a valid license is required. It is on this basis that the directors have revalued software licenses in order to bring these licenses in line with the fair market value. The fair market value of the software licenses was obtained by the directors directly from a vendor quote. These financial statements do not contain any other significant judgements or estimation uncertainty.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services 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 company. The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group's activities.

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 rates prevailing on the initial transaction dates.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 2 | Accounting policies (continued)

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge 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 company operates and generates taxable income.

Deferred tax is recognised on temporary 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.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent 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, over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Plant and machinery | 33% straight line
Office equipment | 20% straight line

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the company’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.
Development costs include all costs incurred in the development of bespoke products until such time that the product is available for commercial sale. Thereafter, training costs associated with the upskilling of customers in order to use the product as part of their service offering are initially capitalised until such time as the client base able to utilise the product is sufficient to provide future economic benefit. Costs associated with research are expensed in the period in which they are incurred.
Software licenses include all costs incurred in bringing the licenses into a position in which they can be used by the company to generate economic returns for the company. In addition, software licenses are revalued from time to time in order to align their value to the fair market value of similar licenses available on an active open market.

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 2 | Accounting policies (continued)

Amortisation

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

Asset class | Amortisation method and rate
Goodwill | 5% straight line
Development costs | 20% straight line
Software licenses | 10% straight line
Computer software | 20% straight line
Intellectual property | N/A

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably 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. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. 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 debtors.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the average cost (AVCO) method.

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 all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

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.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 2 | Accounting policies (continued)

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

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments
Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 2 | Accounting policies (continued)

Financial instruments (continued)
Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

| 3 | Revenue

The analysis of the group's turnover for the year by market is as follows:

| 2025 £ | 2024 £
UK | 12,490,117 | 12,528,004
Rest of Europe | 952,464 | 826,336
Rest of World | 3,106,969 | 3,055,727
| 16,549,550 | 16,410,067

The group's turnover is derived from its principal business activity.

| 4 | Other operating income

The analysis of the group's other operating income for the year is as follows:

| 2025 £ | 2024 £
Research and development tax credit receivable | 51,264 | -

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 5 | Operating profit

Arrived at after charging/(crediting):

| 2025 £ | 2024 £
Depreciation expense | 107,275 | 106,122
Amortisation expense | 116,861 | 126,535
Impairment of development costs | - | 224,533
Foreign exchange gains | (39,406) | (196,092)
Operating lease expense - property | 85,111 | 81,759

| 6 | Exceptional items

| 2025 £ | 2024 £
Exceptional expenses | 1,213,018 | 930,946

Exceptional items in the current year related to employee settlement costs and one-off project expenses. Exceptional items in the prior year related to an impairment of development costs and one off project expenses.

| 7 | Other interest receivable and similar income

| 2025 £ | 2024 £
Interest income on bank deposits | 106,634 | 87,837

| 8 | Interest payable and similar expenses

| 2025 £ | 2024 £
Interest on bank overdrafts and borrowings | 49 | 124
Interest expense on other finance liabilities | 7,500 | 45,207
| 7,549 | 45,331

| 9 | Staff costs

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

| 2025 No. | 2024 No.
Average number of employees | 24 | 23

Company
The company incurred no staff costs and had no employees other than the directors.

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 10 | Directors' remuneration

The directors' remuneration for the year was as follows:

| 2025 £ | 2024 £
Remuneration | 341,741 | 287,934
Contributions paid to money purchase schemes | 14,275 | 12,049
| 356,016 | 299,983

In respect of the highest paid director:

| 2025 £ | 2024 £
Remuneration | 225,756 | 190,191
Company contributions to money purchase pension schemes | 9,108 | 8,674

| 11 | Auditors' remuneration

| 2025 £ | 2024 £
Audit of these financial statements | 18,000 | 13,000
Other fees to auditors |  |
All other non-audit services | 14,700 | 12,450

| 12 | Taxation

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

| 2025 £ | 2024 £
Current taxation |  |
Corporation tax | 1,069,749 | 754,825
Corporation tax adjustment to prior periods | - | (7,141)
| 1,069,749 | 747,684
Deferred taxation |  |
Arising from origination and reversal of timing differences | 2,548 | 500,489
Tax expense in the income statement | 1,072,297 | 1,248,173

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 12 | Taxation (continued)

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| 2025 £ | 2024 £
Profit before tax | 3,274,010 | 3,053,602
Corporation tax at standard rate | 818,503 | 763,401
Increase in UK and foreign current tax from adjustment for prior periods | 3,153 | 7,141
Tax increase from effect of capital allowances and depreciation | 28,435 | 19,140
Effect of expense not deductible in determining taxable profit (tax loss) | 55,651 | 14,381
Effect of foreign tax rates | 47,823 | (12,293)
Increase in UK and foreign current tax from unrecognised tax loss or credit | 118,732 | 456,403
Total tax charge | 1,072,297 | 1,248,173

Deferred tax

Group

Deferred tax assets and liabilities

2025 | Liability £
Differences between accumulated depreciation and amortisation and capital allowances | 2,322
Revaluation of software licenses | 93,717
Tax losses carried forward | (1,081)
| 94,958

2024 | Liability £
Differences between accumulated depreciation and amortisation and capital allowances | 2,652
Revaluation of software licenses | 114,586
Tax losses carried forward | (805)
| 116,433

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 13 | Intangible assets

Group

| Goodwill £ | Software licences £ | Intellectual property £ | Internally generated development costs £ | Computer software £ | Total £
Cost or valuation
At 1 July 2024 and at 30 June 2025 | 528,164 | 834,783 | 428,000 | 371,482 | 31,142 | 2,193,571
Amortisation
At 1 July 2024 | 270,263 | 376,438 | - | 371,482 | 24,914 | 1,043,097
Amortisation charge | 27,155 | 83,478 | - | - | 6,228 | 116,861
At 30 June 2025 | 297,418 | 459,916 | - | 371,482 | 31,142 | 1,159,958
Carrying amount
At 30 June 2025 | 230,746 | 374,867 | 428,000 | - | - | 1,033,613
At 30 June 2024 | 257,901 | 458,345 | 428,000 | - | 6,228 | 1,150,474

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 14 | Tangible assets

Group

| Furniture, fittings and equipment £
Cost
At 1 July 2024 | 927,271
Additions | 38,946
Disposals | (2,142)
At 30 June 2025 | 964,075
Depreciation
At 1 July 2024 | 572,966
Charge for the year | 107,275
At 30 June 2025 | 680,241
Carrying amount
At 30 June 2025 | 283,834
At 30 June 2024 | 354,305

| 15 | Investments

Company

| 2025 £ | 2024 £
Investments in subsidiaries | 655,130 | 655,130

Subsidiaries | £
Cost and carrying amount
At 1 July 2024 and at 30 June 2025 | 655,130

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 15 | Investments (continued)

Details of undertakings

Details of the investments in which the company 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
|  |  | 2025 | 2024

Subsidiary undertakings
Seed Bidco Limited |  | Ordinary | 100% | 100%
| England and Wales |  |  |
BXTAccelyon Limited* |  | Ordinary | 100% | 100%
| England and Wales |  |  |
BXTAccelyon NZ Limited* |  | Ordinary | 100% | 100%
| New Zealand |  |  |
BXTAccelyon Australia Pty Limited* |  | Ordinary | 100% | 100%
| Australia |  |  |
BXTAccelyon NL BV* |  | Ordinary | 100% | 100%
| Netherlands |  |  |
BXTAccelyon France SARL* |  | Ordinary | 100% | 100%
| France |  |  |
BXTAccelyon Iberia S.L.* |  | Ordinary | 100% | 100%
| Spain |  |  |
BXTA Nanotherapy Ltd* |  | Ordinary | 69.5% | 59%
| England and Wales |  |  |

Subsidiary undertakings
Seed Bidco Limited The principal activity of Seed Bidco Limited is that of a holding company.
BXTAccelyon Limited* The principal activity of BXTAccelyon Limited* is the supply of devices for the diagnosis and treatment of prostate cancer.
BXTAccelyon NZ Limited* The principal activity of BXTAccelyon NZ Limited* is the supply of devices for the diagnosis and treatment of prostate cancer.
BXTAccelyon Australia Pty Limited* The principal activity of BXTAccelyon Australia Pty Limited* is the supply of devices for the diagnosis and treatment of prostate cancer.
BXTAccelyon NL BV* The principal activity of BXTAccelyon NL BV* is the supply of devices for the diagnosis and treatment of prostate cancer.
BXTAccelyon France SARL* The principal activity of BXTAccelyon France SARL* is the supply of devices for the diagnosis and treatment of prostate cancer.
BXTAccelyon Iberia S.L.* The principal activity of BXTAccelyon Iberia S.L.* is the supply of devices for the diagnosis and treatment of prostate cancer.
BXTA Nanotherapy Ltd* The principal activity of BXTA Nanotherapy Ltd* is is the research and development of new treatments and diagnostic devices of prostate cancer.

*owned indirectly

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 16 | Stocks

|  | Group | Company
|  | 2025 £ | 2024 £ | 2025 £ | 2024 £
Finished goods |  | 1,529,236 | 1,887,446 | - | -

| 17 | Debtors

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Trade debtors | 1,688,554 | 1,856,198 | - | -
Other debtors | 1,509,227 | 1,057,002 | 1,342,740 | 1,005,178
Prepayments | 188,987 | 154,217 | - | -
Total debtors | 3,386,768 | 3,067,417 | 1,342,740 | 1,005,178
Less non-current portion | (37,500) | (37,500) | - | -
Total current debtors | 3,349,268 | 3,029,917 | 1,342,740 | 1,005,178

Group

£37,500 (2024 - £37,500) of other debtors is classified as non-current.

| 18 | Creditors

|  | Group | Company
| Note | 2025 £ | 2024 £ | 2025 £ | 2024 £
Due within one year |  |  |  |  |
Trade creditors |  | 1,614,177 | 1,640,990 | - | -
Amounts due to group undertakings | 22 | - | - | 1,392,914 | 1,071,353
Social security and other taxes |  | 322,935 | 473,513 | - | -
Outstanding defined contribution pension costs |  | 10,360 | 16,725 | - | -
Other creditors |  | 214,508 | 286,322 | - | -
Accrued expenses |  | 791,680 | 817,057 | 5,851 | 6,500
Corporation tax liability |  | 440,995 | 256,775 | 3,016 | -
|  | 3,394,655 | 3,491,382 | 1,401,781 | 1,077,853

| 19 | 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 £98,634 (2024 - £82,704).
Contributions totalling £10,360 (2024 - £16,725) were payable to the scheme at the end of the year and are included in creditors.

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 20 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary A shares of £0.01 each | 165,000 | 1,650 | 165,000 | 1,650
Ordinary B shares of £0.01 each | 37,500 | 375 | 37,500 | 375
Ordinary C shares of £0.01 each | 67,500 | 675 | 67,500 | 675
Ordinary E shares of £1 each | 30,000 | 30,000 | 30,000 | 30,000
| 300,000 | 32,700 | 300,000 | 32,700

Rights, preferences and restrictions

Each class of shares rank pari passu, except as detailed in the company's Articles of Association.

| 21 | Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 38,258 | 38,258
Later than one year and not later than five years | - | 38,258
| 38,258 | 76,516

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2025

| 22 | Related party transactions

Group

Summary of transactions with key management

Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 9 to the financial statements.
During the prior year, an advance of £600,000 and £400,000 was made to two separate directors. The loans are repayable on demand and attract interest at 2.25%.
The Group was charged £30,000 (2024 - £30,000) in the year as a monitoring fee by Elysian Capital LLP. The amount outstanding at 30 June 2025 was £30,000 (2024 - £30,000). The Group and Elysian Capital LLP are related parties due to the existence of common membership/directorships and because the private equity fund Elysian Capital I LP, which is managed by Elysian Capital LLP, owns a controlling interest in Seed Newco Limited.

| 23 | Parent and ultimate controlling party

The ultimate controlling party is Elysian Capital I LP on the basis that it holds a controlling interest in the voting rights of the share capital in Seed Newco Limited.
The smallest and largest Group in which the results of the Company are consolidated is that headed by itself.