REGISTERED NUMBER: 14073455 (England and Wales)

FOR

Page

Company information  

1

Group strategic report  

2

Report of the director  

3

Report of the independent auditors  

4

Consolidated statement of comprehensive income

7

Consolidated balance sheet  

8

Company balance sheet  

9

Consolidated statement of changes in equity  

10

Company statement of changes in equity  

11

Consolidated cash flow statement  

12

Notes to the consolidated cash flow statement

13

Notes to the consolidated financial statements

14

Director:

Ms E Hursever

Secretary:

Vistra Cosec Limited

Registered office:

Suite 1, 7th Floor

50 Broadway

London

SW1H 0DB

Registered number:

14073455 (England and Wales)

Auditors:

Fuller & Roper Limited

Chartered Accountants and Statutory Auditors

12 Old Mills Industrial Estate

Paulton

BS39 7SU

Introduction

Neptune EW Midco Limited is a holding company that owns 65% of Grundium Oy through its subsidiary Neptune Finland Oy. Grundium Oy develops and manufactures microscope scanners and imaging solutions for digital pathology.

Review of business

Neptune EW Midco Limited has no actual operational activities and the company had no turnover during the accounting period. Neptune EW Midco Limited's parent company's loss for the financial year is €56,503, and the consolidated group's loss for the financial year is €6,362,537. The parent company's result is burdened by administrative expenses of approximately €56,503. The group's turnover consists of the turnover of the subsidiary Grundium Oy. Grundium Oy's sales increased from €23.2 million in the previous financial period to €25.7 million, which corresponds to an increase of 11 per cent. The growth in turnover was driven by steadily increasing demand.

The group headed by the company's subsidiary, Neptune Finland Oy, recorded an operating profit percentage for the year of -13% (2013 : -19%), a return on equity of -14% (2023 : -39%) and an equity ratio of 35% (2023 : 39%).

Neptune EW Midco Limited has no personnel. The average number of employees in the group during the financial period was 84.

Neptune EW Midco Limited is committed to complying with laws and regulations and to always acting honestly and observing high ethical standards in its business operations. Neptune EW Midco Limited's subsidiary (Grundium Oy) has a Code of Conduct and a Whistleblowing channel through which suspected misconduct can also be reported anonymously.

Risks and uncertainties

Neptune EW Midco Limited, the parent company of the group, intends to continue to control a majority stake in Grundium Oy. The future prospects of Neptune EW Midco Limited will therefore depend on the future prospects and business success of Grundium Oy.

The digital pathology and diagnostics market is expected to grow further in 2025, which is also reflected in the demand for digital microscope scanners and imaging solutions. The number of different digital solutions on the market is constantly increasing, but the progress of digitalisation in pathology is still slowed down by regulation and established practices and uses.

The operating environment of Grundium Oy, a subsidiary of Neptune EW Midco Limited, involves various risks and uncertainties. The most significant of these relate to a single customer with a significant turnover, suppliers and the competitive situation. The potential risks of an escalating trade war are seen as moderate from the company's point of view, as the company's products and customers are not price-sensitive in terms of possible tariffs. The company has also taken geopolitical risks into account in its sourcing strategy and in the form of sufficient component storage.

Increasing competition in digital pathology and diagnostics solutions is bringing new alternative imaging solutions to the market. The company is continuously developing new products and solutions to stay ahead of its competitors in terms of technology.

On behalf of the board:

Ms E Hursever - Director

13 May 2026

The director presents her report with the financial statements of the company and the group for the year ended 31 December 2024.

Dividends

No dividends will be distributed for the year ended 31 December 2024.

Research and development

Neptune EW Midco Limited had no research or product development costs in 2024.

Future developments

The director expects the company to continue in its principal activity as a holding company.

Events since the end of the year

Information relating to events since the end of the year is given in the notes to the financial statements.

Director

Ms E Hursever held office during the whole of the period from 1 January 2024 to the date of this report.

Disclosure in the strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of research and development, future developments, and events since the end of the year.

Statement of director's responsibilities

The director is responsible for preparing the Group strategic report, the Report of the director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year.  Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless she is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period.  In preparing these financial statements, the director is required to:

-

select suitable accounting policies and then apply them consistently;

-

make judgements and accounting estimates that are reasonable and prudent;

-

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable her to ensure that the financial statements comply with the Companies Act 2006. She is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and she has taken all the steps that she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

Auditors

The auditors,  Fuller & Roper Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

Ms E Hursever - Director

13 May 2026

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our responsibility is to conduct an audit of the consolidated financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor's report.

However, because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements.

The extent to which our procedures are capable of detecting irregularities

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures to respond to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis to our opinion.

We have identified and assessed the potential risks related to irregularities, including fraud, by:

-

Making enquiries of management regarding the compliance with laws and regulations, the detection of and response to the

risk of fraud and any knowledge of actual, suspected or alleged fraud. We also discussed the controls in place to mitigate

fraud risks or non-compliance with laws and regulations.

-

Obtaining an understanding of the legal and regulatory framework in which the company operates. The key laws and

regulations are considered to be accounting standards and the Companies Act 2006.

We have responded to risks identified by performing procedures including the following:

-

Making enquiries of management concerning actual and potential litigation claims;

-

Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of

misstatement due to fraud; and

-

Reviewing the financial statement disclosures and testing to supporting documentation.

We have also considered the risk of fraud through management override of controls by:

-

Testing a sample of journal entries for appropriateness;

-

Assessing whether the judgements made in making accounting estimates are indicative of potential bias; and

-

Evaluating the overall presentation, structure and content of the financial statements, including disclosures,  and whether the

financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Simon Roper (Senior Statutory Auditor)

for and on behalf of Fuller & Roper Limited

Chartered Accountants and Statutory Auditors

12 Old Mills Industrial Estate

Paulton

BS39 7SU

13 May 2026

TURNOVER

4

25,706,168

23,210,505

Cost of sales

(9,620,159

)

(8,895,896

)

GROSS PROFIT

16,086,009

14,314,609

Administrative expenses

(19,794,416

)

(19,150,782

)

(3,708,407

)

(4,836,173

)

Other operating income

436,770

459,086

OPERATING LOSS

6

(3,271,637

)

(4,377,087

)

Interest receivable and similar income

2,120,166

439,615

(1,151,471

)

(3,937,472

)

Interest payable and similar expenses

7

(3,554,486

)

(4,004,207

)

LOSS BEFORE TAXATION

(4,705,957

)

(7,941,679

)

Tax on loss

8

(1,656,580

)

(1,085,862

)

LOSS FOR THE FINANCIAL YEAR

(6,362,537

)

(9,027,541

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR

THE YEAR

(6,362,537

)

(9,027,541

)

Loss attributable to:

Owners of the parent

(9,028,567

)

(11,105,848

)

Non-controlling interests

2,666,030

2,078,307

(6,362,537

)

(9,027,541

)

Total comprehensive income attributable to:

Owners of the parent

(6,362,537

)

(9,027,541

)

FIXED ASSETS

Intangible assets

10

82,448,024

89,726,468

Tangible assets

11

6,080,305

6,129,934

Investments

12

-

-

88,528,329

95,856,402

CURRENT ASSETS

Stocks

13

6,429,916

9,693,997

Debtors

14

1,656,147

2,591,877

Cash at bank

25,321,215

16,480,630

33,407,278

28,766,504

CREDITORS

Amounts falling due within one year

15

(77,723,355

)

(73,351,856

)

NET CURRENT LIABILITIES

(44,316,077

)

(44,585,352

)

TOTAL ASSETS LESS CURRENT

LIABILITIES

44,212,252

51,271,050

CREDITORS

Amounts falling due after more than one year

16

(1,377,215

)

(2,141,297

)

PROVISIONS FOR LIABILITIES

20

(276,585

)

(208,764

)

NET ASSETS

42,558,452

48,920,989

CAPITAL AND RESERVES

Called up share capital

21

61,200,001

61,200,001

Retained earnings

22

(32,237,442

)

(23,208,875

)

SHAREHOLDERS' FUNDS

28,962,559

37,991,126

NON-CONTROLLING INTERESTS

13,595,893

10,929,863

TOTAL EQUITY

42,558,452

48,920,989

The financial statements were approved by the director and authorised for issue on 13 May 2026 and were signed by:

Ms E Hursever - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

125,350,716

125,350,716

125,350,716

125,350,716

CURRENT ASSETS

Debtors

14

1

1

CREDITORS

Amounts falling due within one year

15

(64,262,444

)

(64,205,941

)

NET CURRENT LIABILITIES

(64,262,443

)

(64,205,940

)

TOTAL ASSETS LESS CURRENT

LIABILITIES

61,088,273

61,144,776

CAPITAL AND RESERVES

Called up share capital

21

61,200,001

61,200,001

Retained earnings

22

(111,728

)

(55,225

)

SHAREHOLDERS' FUNDS

61,088,273

61,144,776

Company's loss for the financial year

(56,503

)

(32,159

)

The financial statements were approved by the director and authorised for issue on 13 May 2026 and were signed by:

Ms E Hursever - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

€

€

€

€

€

Balance at 1 January 2023

1

(12,102,637

)

(12,102,636

)

8,851,556

(3,251,080

)

Changes in equity

Issue of share capital

61,200,000

-

61,200,000

-

61,200,000

Total comprehensive income

-

(11,105,848

)

(11,105,848

)

-

(11,105,848

)

Translation difference

-

(390

)

(390

)

-

(390

)

61,200,001

(23,208,875

)

37,991,126

8,851,556

46,842,682

Non-controlling interest arising on

business combination

-

-

-

2,078,307

2,078,307

Balance at 31 December 2023

61,200,001

(23,208,875

)

37,991,126

10,929,863

48,920,989

Changes in equity

Total comprehensive income

-

(9,028,567

)

(9,028,567

)

-

(9,028,567

)

61,200,001

(32,237,442

)

28,962,559

10,929,863

39,892,422

Non-controlling interest arising on

business combination

-

-

-

2,666,030

2,666,030

Balance at 31 December 2024

61,200,001

(32,237,442

)

28,962,559

13,595,893

42,558,452

Called up

share

Retained

Total

capital

earnings

equity

€

€

€

Balance at 1 January 2023

1

(23,066

)

(23,065

)

Changes in equity

Issue of share capital

61,200,000

-

61,200,000

Total comprehensive income

-

(32,159

)

(32,159

)

Balance at 31 December 2023

61,200,001

(55,225

)

61,144,776

Changes in equity

Total comprehensive income

-

(56,503

)

(56,503

)

Balance at 31 December 2024

61,200,001

(111,728

)

61,088,273