Company registration number 12040362 (England and Wales)
AMBIO CAPITAL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
AMBIO CAPITAL LIMITED
COMPANY INFORMATION
Directors
A J Black
P J Blencowe
D Dixon
A T Higman
D Kent
A Parker
R Sowood
Company number
12040362
Registered office
Ridgeworth House
5-9 Liverpool Gardens
Worthing
Sussex
BN11 1RY
Auditor
UHY Affinia
168 Church Road
Hove
BN3 2DL
AMBIO CAPITAL LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Group statement of comprehensive income
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Notes to the financial statements
13 - 29
AMBIO CAPITAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Principal activities

The Group's principal activities are private health assessments, both to members of the public and to corporate customers. It operates throughout the UK and Republic of Ireland.

Review of the business

The Group's turnover was positively impacted by increasing demand for its services, reaching £34,344,275 (2024: £32,968,380). A slightly reduced gross margin of 38.4% (2024: 38.5%) resulted in a gross profit of £13,171,805 (2024: £12,707,935).

 

Administrative expenditure increased to £13,544,729 (2024: £12,839,973) as the company continued to re-​invest for the next phase of growth. Operating loss increased to £372,924 (2024: £132,038).

Principal risks and uncertainties

The Group operates using a range of marketing techniques to reach potential customers. As such, its primary risks relate to the responsiveness of customers to such communications.

 

Risks also exist relating to the actions of the NHS and other competitors, but the company remains alert for changes in NHS policy and does not believe its principal competitors can provide the level of service offered at the price points which Bluecrest achieves.

 

On behalf of the board

D Dixon
Director
29 April 2026
AMBIO CAPITAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

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

Results and dividends

The results for the year are set out on page 7.

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

Directors

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

A J Black
P J Blencowe
D Dixon
A T Higman
D Kent
A Parker
R Sowood
Research and development

The group continues to develop an appointment booking systems (Blutopia) to manage all the key operational functions of the health assessment business. This includes booking and clinic co­ordination, as well as customer results processing, corporate account management, territory management, capacity management, credit control, field rota generation and department reporting. Progress on this project has been made in 2025, along with other software development projects, and consequently £933,743 has been capitalised as an intangible asset during the financial year.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through direct meetings and employee surveys, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins, strategic updates and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

 

There is no employee share scheme.

Business relationships

The company conducts regular meetings with its key suppliers and customers, seeking to operate in a transparent and collaborative environment to the benefit of all parties.

AMBIO CAPITAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Future developments

The group continues to grow and develop its relationships with various corporate customers and strategic partners.

 

During 2026 the group will continue to invest substantially in both human and technological capital, to drive growth in future years.

 

The directors regularly review and update the group's strategy and believe that it will be able to meet its liabilities as they fall due for a period of at least 12 months from the date the financial statements are authorised for issue. Accordingly, the directors are satisfied that the financial statements should be prepared on the going concern basis.

Energy and carbon report

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

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company, and of the profit or loss of the group for that period.

In preparing these financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
D Dixon
Director
29 April 2026
AMBIO CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF AMBIO CAPITAL LIMITED
- 4 -
Opinion

We have audited the financial statements of Ambio Capital Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

AMBIO CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AMBIO CAPITAL LIMITED
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the 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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's 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 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 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:

Based on our understanding of the Company and the industry in which it operates, we identified that principal risks of non-compliance with laws and regulations related to the acts by the Company which were contrary to applicable laws and regulations including fraud and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006.

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to inflated revenue and profit.

Audit procedures performed included: review of the financial statement disclosures to underlying supporting documentation, review of correspondence with and reports to the regulators, enquiries of management and in so far as they related to the financial statements, and testing of journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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.

Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

AMBIO CAPITAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF AMBIO CAPITAL LIMITED
- 6 -

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

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Charles Homan (Senior Statutory Auditor)
For and on behalf of UHY Affinia, Statutory Auditor
Chartered Accountants
168 Church Road
Hove
BN3 2DL
30 April 2026
AMBIO CAPITAL LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
2025
2024
Notes
£
£
Turnover
3
34,344,275
32,968,380
Cost of sales
(21,172,470)
(20,260,445)
Gross profit
13,171,805
12,707,935
Administrative expenses
(13,544,729)
(12,839,973)
Operating loss
4
(372,924)
(132,038)
Interest receivable and similar income
8
9,366
10,777
Interest payable and similar expenses
9
(2,187,943)
(2,106,045)
Loss before taxation
(2,551,501)
(2,227,306)
Tax on loss
10
(225,098)
(126,795)
Loss for the financial year
24
(2,776,599)
(2,354,101)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
AMBIO CAPITAL LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 8 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
11
6,032,353
7,500,260
Other intangible assets
11
2,928,495
2,613,494
Total intangible assets
8,960,848
10,113,754
Tangible assets
12
759,933
588,372
9,720,781
10,702,126
Current assets
Stocks
15
68,095
-
Debtors
16
2,329,571
1,931,748
Cash at bank and in hand
909,724
2,056,472
3,307,390
3,988,220
Creditors: amounts falling due within one year
17
(5,506,463)
(7,210,717)
Net current liabilities
(2,199,073)
(3,222,497)
Total assets less current liabilities
7,521,708
7,479,629
Creditors: amounts falling due after more than one year
18
(20,105,963)
(20,756,195)
Provisions for liabilities
Deferred tax liability
21
98,693
144,252
(98,693)
(144,252)
Net liabilities
(12,682,948)
(13,420,818)
Capital and reserves
Called up share capital
23
1,000
1,000
Share premium account
24
99,000
99,000
Capital redemption reserve
24
3,514,469
-
0
Profit and loss reserves
24
(16,297,417)
(13,520,818)
Total equity
(12,682,948)
(13,420,818)
The financial statements were approved by the board of directors and authorised for issue on 29 April 2026 and are signed on its behalf by:
29 April 2026
D Dixon
Director
Company registration number 12040362 (England and Wales)
AMBIO CAPITAL LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
13
17,080,085
16,933,144
Current assets
Debtors
16
2,463
2,087
Cash at bank and in hand
154,368
47,317
156,831
49,404
Creditors: amounts falling due within one year
17
(2,944,812)
(10,220,860)
Net current liabilities
(2,787,981)
(10,171,456)
Total assets less current liabilities
14,292,104
6,761,688
Creditors: amounts falling due after more than one year
18
(19,908,310)
(20,756,195)
Net liabilities
(5,616,206)
(13,994,507)
Capital and reserves
Called up share capital
23
1,000
1,000
Share premium account
24
99,000
99,000
Capital redemption reserve
24
3,514,469
-
0
Profit and loss reserves
24
(9,230,675)
(14,094,507)
Total equity
(5,616,206)
(13,994,507)

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £4,863,832 (2024 - £2,941,102 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 29 April 2026 and are signed on its behalf by:
29 April 2026
D Dixon
Director
Company registration number 12040362 (England and Wales)
AMBIO CAPITAL LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2024
1,000
99,000
-
0
(11,166,717)
(11,066,717)
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
-
(2,354,101)
(2,354,101)
Balance at 31 December 2024
1,000
99,000
-
0
(13,520,818)
(13,420,818)
Year ended 31 December 2025:
Loss and total comprehensive income
-
-
-
(2,776,599)
(2,776,599)
Other movements
-
-
3,514,469
-
3,514,469
Balance at 31 December 2025
1,000
99,000
3,514,469
(16,297,417)
(12,682,948)
AMBIO CAPITAL LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2024
1,000
99,000
-
0
(11,153,405)
(11,053,405)
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
-
(2,941,102)
(2,941,102)
Balance at 31 December 2024
1,000
99,000
-
0
(14,094,507)
(13,994,507)
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
-
4,863,832
4,863,832
Other movements
-
-
3,514,469
-
3,514,469
Balance at 31 December 2025
1,000
99,000
3,514,469
(9,230,675)
(5,616,206)
AMBIO CAPITAL LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
979,415
3,815,714
Interest paid
(2,187,943)
(2,106,045)
Income taxes paid
(313,331)
(35,929)
Net cash (outflow)/inflow from operating activities
(1,521,859)
1,673,740
Investing activities
Purchase of intangible assets
(1,106,819)
(932,675)
Purchase of tangible fixed assets
(660,722)
(246,383)
Proceeds from disposal of tangible fixed assets
-
96,520
Proceeds from disposal of subsidiaries, net of cash disposed
(48,000)
-
Non-operating income treated as investing activity
98,941
-
0
Interest received
9,366
10,777
Net cash used in investing activities
(1,707,234)
(1,071,761)
Financing activities
Proceeds from issue of shares
3,514,469
-
Repayment of preference shares
(6,878,297)
-
Repayment of borrowings
(188,873)
-
Repayment of bank loans
5,333,333
(631,576)
Payment of finance leases obligations
301,713
-
Net cash generated from/(used in) financing activities
2,082,345
(631,576)
Net decrease in cash and cash equivalents
(1,146,748)
(29,597)
Cash and cash equivalents at beginning of year
2,056,472
2,086,069
Cash and cash equivalents at end of year
909,724
2,056,472
AMBIO CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Accounting policies
Company information

Ambio Capital Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Ridgeworth House, 5-9 Liverpool Gardens, Worthing, Sussex, BN11 1RY.

 

The group consists of Ambio Capital Limited and all of its subsidiaries.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:

 

- Disclosures in respect of each class of share capital have not been presented.

- No cash flow statement has been prepared for the company.

- Disclosures in respect of financial instruments have not been presented.

- No disclosure has been given for the aggregate remuneration of key management personnel.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Ambio Capital Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

AMBIO CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Revenue

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

 

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

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Intangible fixed assets other than goodwill

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

 

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

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
33% straight line
Patents & licences
33% straight line
AMBIO CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
10% straight line
Plant and equipment
33% straight line
Fixtures and fittings
33% straight line
Computers
33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

AMBIO CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Stocks

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

 

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

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
Cash and cash equivalents

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

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

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

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

AMBIO CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

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

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

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

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

AMBIO CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

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

AMBIO CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.18
Leases
As lessee

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.19
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Services
34,344,275
32,968,380
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
34,018,721
32,583,037
Overseas
325,554
385,343
34,344,275
32,968,380
AMBIO CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
3
Turnover and other revenue
(Continued)
- 20 -
2025
2024
£
£
Other revenue
Interest income
9,366
10,777
4
Operating loss
2025
2024
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange losses
3,240
408
Depreciation of tangible fixed assets
489,161
450,279
Profit on disposal of tangible fixed assets
-
(75,829)
Amortisation of intangible assets
2,496,598
2,170,037
Operating lease charges
112,588
127,580
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
2,880
2,880
Audit of the financial statements of the company's subsidiaries
14,300
16,670
17,180
19,550
For other services
All other non-audit services
-
450
6
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Administrative staff
231
229
1
2
Directors
132
122
5
4
Total
363
351
6
6
AMBIO CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
6
Employees
(Continued)
- 21 -

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
11,110,763
10,360,194
584,400
639,102
Social security costs
1,333,921
1,089,876
62,036
80,613
Pension costs
338,848
303,500
6,164
10,125
12,783,532
11,753,570
652,600
729,840
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
487,480
544,096
Company pension contributions to defined contribution schemes
4,403
8,365
491,883
552,461
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
185,686
180,250
Company pension contributions to defined contribution schemes
2,201
2,201
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
9,366
10,777
9
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
378,494
171,421
Other interest on financial liabilities
1,790,507
1,934,624
Other interest
18,942
-
Total finance costs
2,187,943
2,106,045
AMBIO CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
279,188
180,057
Adjustments in respect of prior periods
(8,531)
-
0
Total current tax
270,657
180,057
Deferred tax
Origination and reversal of timing differences
(45,559)
(53,262)
Total tax charge
225,098
126,795

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Loss before taxation
(2,551,501)
(2,227,306)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(637,875)
(556,827)
Tax effect of expenses that are not deductible in determining taxable profit
947,204
878,716
Depreciation on assets not qualifying for tax allowances
(30,141)
72,220
Under/(over) provided in prior years
(8,531)
-
0
Group losses
-
0
(214,052)
Deferred tax movement
(45,559)
(53,262)
Taxation charge
225,098
126,795
AMBIO CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
11
Intangible fixed assets
Group
Goodwill
Software
Patents & licences
Total
£
£
£
£
Cost
At 1 January 2025
17,047,800
3,762,644
95,303
20,905,747
Additions - internally developed
-
0
1,095,663
-
0
1,095,663
Additions - separately acquired
-
0
-
0
11,156
11,156
Other movements
236,873
-
0
-
0
236,873
At 31 December 2025
17,284,673
4,858,307
106,459
22,249,439
Amortisation and impairment
At 1 January 2025
9,547,540
1,235,137
9,316
10,791,993
Amortisation charged for the year
1,704,780
758,838
32,980
2,496,598
At 31 December 2025
11,252,320
1,993,975
42,296
13,288,591
Carrying amount
At 31 December 2025
6,032,353
2,864,332
64,163
8,960,848
At 31 December 2024
7,500,260
2,527,507
85,987
10,113,754
The company had no intangible fixed assets at 31 December 2025 or 31 December 2024.
12
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 January 2025
99,945
1,021,254
124,043
1,099,134
2,344,376
Additions
-
0
380,739
516
279,467
660,722
At 31 December 2025
99,945
1,401,993
124,559
1,378,601
3,005,098
Depreciation and impairment
At 1 January 2025
36,744
770,852
105,364
843,044
1,756,004
Depreciation charged in the year
10,505
262,784
14,849
201,023
489,161
At 31 December 2025
47,249
1,033,636
120,213
1,044,067
2,245,165
Carrying amount
At 31 December 2025
52,696
368,357
4,346
334,534
759,933
At 31 December 2024
63,201
250,402
18,679
256,090
588,372
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.
AMBIO CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
13
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
17,080,085
16,933,144
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025
17,348,499
Additions
236,873
At 31 December 2025
17,585,372
Impairment
At 1 January 2025
415,355
89,932
At 31 December 2025
505,287
Carrying amount
At 31 December 2025
17,080,085
At 31 December 2024
16,933,144
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Bluecrest Health Screening Limited
Ridgeworth House, 5/9 Liverpool Gardens, Worthing, England, BN11 1RY.
Health assessment services.
Ordinary
100.00
15
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Finished goods and goods for resale
68,095
-
0
-
0
-
0
AMBIO CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
16
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,197,553
1,000,660
-
0
-
0
Other debtors
70,326
62,039
-
0
-
0
Prepayments and accrued income
1,061,692
869,049
2,463
2,087
2,329,571
1,931,748
2,463
2,087
17
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
19
623,921
2,166,667
623,921
2,166,667
Obligations under finance leases
20
104,060
-
0
-
0
-
0
Trade creditors
1,941,682
1,979,574
28,014
50,349
Amounts owed to group undertakings
-
0
-
0
2,118,767
8,003,844
Corporation tax payable
137,383
180,057
-
0
-
0
Other taxation and social security
550,874
273,246
-
0
-
0
Other creditors
192,045
174,622
-
0
-
0
Accruals and deferred income
1,956,498
2,436,551
174,110
-
0
5,506,463
7,210,717
2,944,812
10,220,860
18
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
19
6,876,079
-
0
6,876,079
-
0
Obligations under finance leases
20
197,653
-
0
-
0
-
0
Other borrowings
19
5,271,703
12,150,000
5,271,703
12,150,000
Accruals and deferred income
7,760,528
8,606,195
7,760,528
8,606,195
20,105,963
20,756,195
19,908,310
20,756,195
AMBIO CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
19
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
7,500,000
2,166,667
7,500,000
2,166,667
Preference shares
5,271,703
12,150,000
5,271,703
12,150,000
12,771,703
14,316,667
12,771,703
14,316,667
Payable within one year
623,921
2,166,667
623,921
2,166,667
Payable after one year
12,147,782
12,150,000
12,147,782
12,150,000

The long-term loans are secured by fixed and floating charges over bank loans provided by HSBC UK Bank PLC over all assets of the company and its subsidiary. The loan of £7.5m less attributable loan costs, continues to be repaid over the period to December 2027.

20
Finance lease obligations
Group
Company
2025
2024
2025
2024
Amounts due:
£
£
£
£
Current liabilities
104,060
-
0
-
0
-
0
Non-current liabilities
197,653
-
0
-
0
-
0
301,713
-
-
-
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
104,060
-
0
-
0
-
0
In two to five years
197,653
-
0
-
0
-
0
301,713
-
-
-

 

The company has entered into an arrangement with a supplier whereby certain items of Medical Equipment have been purchased by that supplier for the exclusive use of Bluecrest Health Screening Ltd employees for their useful economic life. As such these assets have been accounted for as though they were owned by Bluecrest.

 

In addition, the company has entered into a long term payment plan for a significant amount of IT equipment, which will be paid for over a 3 year period from the inception of the agreement.

AMBIO CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
98,693
144,252
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 January 2025
144,252
-
Credit to profit or loss
(45,559)
-
Liability at 31 December 2025
98,693
-

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

22
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
338,848
303,500

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

23
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Class A Shares of 1p each
65,000
65,000
650
650
Ordinary Class B Shares of 1p each
35,000
35,000
350
350
100,000
100,000
1,000
1,000
AMBIO CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
23
Share capital
(Continued)
- 28 -
2025
2024
2025
2024
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference shares of £1 each
5,271,703
12,500,000
5,271,703
12,500,000
Preference shares classified as liabilities
5,271,703
12,500,000

On 5 June 2025 it was approved by special resolution to change the redemption date of the preference shares from 31 December 2025 to 31 December 2027.

 

Ordinary shares have full voting and dividend rights. Ordinary A shares have preference over Ordinary B shares on return of capital on winding up.

 

On 5 June 2025 it was approved by special resolution to reduce share capital of £12,151,000 to £7,291,000 by dividing into 12,150,000 preference shares of £0.60 each, 65,000 A shares of £0.01 each and 35,000 B shares of £0.01 each, thereby cancelling and extinguishing capital by £0.40 each on the fully paid-up preference shares.

24
Reserves
Share premium

This reserve records the amount above the nominal value received for shares sold, less transaction costs.

Capital redemption reserve

This reserve records funds attributable to the reduction of share capital.

Profit and loss reserves

This reserve records retained earnings and accumulated losses.

25
Operating lease commitments
As lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within 1 year
210,798
231,240
-
-
Years 2-5
48,861
215,399
-
-
259,659
446,639
-
-

As at the year end total lease payments recorded within the profit and loss account amounted to £154,274.

26
Controlling party
AMBIO CAPITAL LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
26
Controlling party
(Continued)
- 29 -

The ultimate controlling party is Vespa Capita II LP , being the majority shareholder.

27
Cash generated from group operations
2025
2024
£
£
Loss after taxation
(2,776,599)
(2,354,101)
Adjustments for:
Taxation charged
225,098
126,795
Finance costs
2,187,943
2,106,045
Investment income
(9,366)
(10,777)
Non-operating income treated as investing activity
(98,941)
-
0
Gain on disposal of tangible fixed assets
-
(75,829)
Amortisation and impairment of intangible assets
2,496,598
2,170,037
Depreciation and impairment of tangible fixed assets
489,161
450,279
Movements in working capital:
Increase in stocks
(68,095)
-
(Increase)/decrease in debtors
(397,823)
6,328,500
Decrease in creditors
(1,068,561)
(4,925,235)
Cash generated from operations
979,415
3,815,714
28
Analysis of changes in net debt - group
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
2,056,472
(1,146,748)
909,724
Borrowings excluding overdrafts
(14,316,667)
1,544,964
(12,771,703)
Obligations under finance leases
-
(301,713)
(301,713)
(12,260,195)
96,503
(12,163,692)
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