Company registration number SC780681 (Scotland)
PROJECT STEEL ACQUIRECO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PROJECT STEEL ACQUIRECO LIMITED
COMPANY INFORMATION
Directors
Mr A McDonald
Mr A Upsall
Mr L May
Mr P McCluskey
Company number
SC780681
Registered office
Rouken Discovery Centre, Braidhurst Industrial Est
Motherwell
North Lanarkshire
ML1 3ST
Auditor
Azets Audit Services
Titanium 1
Kings Inch Place
Renfrew
United Kingdom
PA4 8WF
PROJECT STEEL ACQUIRECO LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Group profit and loss account
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 - 32
PROJECT STEEL ACQUIRECO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Review of the business

In 2025, revenue increased to £11.22m (2024: £8.96m). The group reported an operating profit of £0.61m (2024: £0.57m loss) following investment in staff, facilities, and technology to support future growth. Average employee headcount in 2025 was 108 employees (2024: 101) and capital expenditure in the year totalled £1.8m in respect of tangible and intangible fixed assets. Cash at year-end was £2.6m with net assets of £10.2m. The directors consider the group and the company as a going concern.

Principal risks and uncertainties

Principal risks and uncertainties and how these are mitigated include:

Development and performance

The year was characterised by continued demand for our immunology and bioassay services across multiple therapeutic areas. The majority of revenue (68%) continued to originate from the United States, underlining our strong international client base and the global relevance of our expertise.

To position the business for future growth, the company invested significantly in both people and infrastructure. The directors remain confident in the long-term outlook and future priorities include expanding service capacity and enhancing automation.

The directors believe that the strategic investments made in 2025 will support sustainable growth in 2026 and beyond.

Key performance indicators

The directors use financial KPIs to monitor performance. The primary financial KPIs are revenue growth and gross margin. Revenue and gross margin have both strongly increased due to the significant investments in capability noted above.

On behalf of the board

Mr A McDonald
Director
21 May 2026
PROJECT STEEL ACQUIRECO 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.

Principal activities

Project Steel Acquireco Limited is a holding company having acquired in October 2023, the share capital of RoukenBio (trading name of Antibody Analytics Limited) which is a specialist CRO providing immunology and bioassay services to global clients in preclinical drug development. Our focus areas include inflammation, autoimmune disorders, immuno-oncology, and oncology.

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:

Mr A McDonald
Mr A Upsall
Mr L May
Mr P McCluskey
Reappointment of auditor

In accordance with the company's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the company will be put at a General Meeting.

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
Mr A McDonald
Director
21 May 2026
PROJECT STEEL ACQUIRECO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The directors are responsible for preparing the Annual 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 group and 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

PROJECT STEEL ACQUIRECO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROJECT STEEL ACQUIRECO LIMITED
- 4 -
Opinion

We have audited the financial statements of Project Steel Acquireco Limited and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group profit and loss account, 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 the 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 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 the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

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

Other information

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

PROJECT STEEL ACQUIRECO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT STEEL ACQUIRECO 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 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 and the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the 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.

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.

PROJECT STEEL ACQUIRECO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT STEEL ACQUIRECO LIMITED
- 6 -

Extent to which the audit was considered 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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the group and the company, their activities, their control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the group and the company are complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the group and the company that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

 

 

James McBride (Senior Statutory Auditor)
For and on behalf of Azets Audit Services, Statutory Auditor
Chartered Accountants
Titanium 1
Kings Inch Place
Renfrew
PA4 8WF
21 May 2026
PROJECT STEEL ACQUIRECO LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
Year
Period
ended
ended
31 December
31 December
2025
2024
Notes
£
£
Turnover
3
11,219,763
8,955,015
Cost of sales
(5,416,575)
(5,335,357)
Gross profit
5,803,188
3,619,658
Administrative expenses
(5,417,520)
(4,330,314)
Other operating income
224,279
139,001
Operating profit/(loss)
4
609,947
(571,655)
Interest receivable and similar income
8
31,006
24,068
Interest payable and similar expenses
9
(91,960)
(92,702)
Profit/(loss) before taxation
548,993
(640,289)
Tax on profit/(loss)
10
934,287
22,619
Profit/(loss) for the financial year
1,483,280
(617,670)
Profit/(loss) for the financial year is all attributable to the owners of the parent company.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

The group had no items of other comprehensive income in the current or comparative financial year. Total comprehensive income is equal to the profit/(loss) for the financial year.

The notes on pages 13 to 32 form part of these financial statements.

PROJECT STEEL ACQUIRECO LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 8 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
11
308,130
347,889
Other intangible assets
11
2,653,904
2,552,353
Total intangible assets
2,962,034
2,900,242
Tangible assets
12
4,499,227
3,810,568
7,461,261
6,710,810
Current assets
Stocks
15
824,950
829,150
Debtors
16
2,454,533
1,579,748
Cash at bank and in hand
2,617,199
3,128,283
5,896,682
5,537,181
Creditors: amounts falling due within one year
17
(2,620,627)
(3,341,913)
Net current assets
3,276,055
2,195,268
Total assets less current liabilities
10,737,316
8,906,078
Creditors: amounts falling due after more than one year
18
(528,927)
(297,936)
Net assets
10,208,389
8,608,142
Capital and reserves
Called up share capital
25
101,760
100,000
Share premium account
9,223,152
9,125,812
Capital redemption reserve
900
-
0
Share option reserve
16,967
-
0
Profit and loss reserves
865,610
(617,670)
Total equity
10,208,389
8,608,142

The notes on pages 13 to 32 form part of these financial statements.

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

The financial statements were approved by the board of directors and authorised for issue on 21 May 2026 and are signed on its behalf by:
21 May 2026
Mr A McDonald
Director
Company registration number SC780681 (Scotland)
PROJECT STEEL ACQUIRECO LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
13
3,305,739
3,305,739
3,305,739
3,305,739
Current assets
Debtors
16
5,869,192
5,706,817
Cash at bank and in hand
113,825
122,646
5,983,017
5,829,463
Creditors: amounts falling due within one year
17
(13,012)
(2,400)
Net current assets
5,970,005
5,827,063
Net assets
9,275,744
9,132,802
Capital and reserves
Called up share capital
25
101,760
100,000
Share premium account
9,223,152
9,125,812
Capital redemption reserve
900
-
0
Share option reserve
16,967
-
0
Profit and loss reserves
(67,035)
(93,010)
Total equity
9,275,744
9,132,802

The notes on pages 13 to 32 form part of these financial statements.

As permitted by s408 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 £25,975 (2024 - £93,010 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 21 May 2026 and are signed on its behalf by:
21 May 2026
Mr A McDonald
Director
Company registration number SC780681 (Scotland)
PROJECT STEEL ACQUIRECO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Share premium account
Capital redemption reserve
Share option reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 29 August 2023
-
0
-
0
-
0
-
-
0
-
Period ended 31 December 2024:
Loss and total comprehensive income
-
-
-
-
(617,670)
(617,670)
Issue of share capital
25
100,000
9,125,812
-
-
-
9,225,812
Balance at 31 December 2024
100,000
9,125,812
-
0
-
(617,670)
8,608,142
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
-
-
1,483,280
1,483,280
Issue of share capital
25
2,660
97,340
-
-
-
100,000
Redemption of shares
25
(900)
-
900
-
-
-
Share option
-
-
-
16,967
-
16,967
Balance at 31 December 2025
101,760
9,223,152
900
16,967
865,610
10,208,389

The notes on pages 13 to 32 form part of these financial statements.

PROJECT STEEL ACQUIRECO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
Share premium account
Capital redemption reserve
Share option reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 29 August 2023
-
0
-
0
-
0
-
-
0
-
Period ended 31 December 2024:
Loss and total comprehensive income for the period
-
-
-
-
(93,010)
(93,010)
Issue of share capital
25
100,000
9,125,812
-
-
-
9,225,812
Balance at 31 December 2024
100,000
9,125,812
-
0
-
(93,010)
9,132,802
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
-
-
25,975
25,975
Issue of share capital
25
2,660
97,340
-
-
-
100,000
Redemption of shares
25
(900)
-
900
-
-
-
Share option
-
-
-
16,967
-
16,967
Balance at 31 December 2025
101,760
9,223,152
900
16,967
(67,035)
9,275,744

The notes on pages 13 to 32 form part of these financial statements.

PROJECT STEEL ACQUIRECO 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/(absorbed by) operations
27
1,696,280
(473,252)
Interest paid
(91,960)
(92,702)
Income taxes refunded
-
0
22,619
Net cash inflow/(outflow) from operating activities
1,604,320
(543,335)
Investing activities
Cash of acquisition of business
-
833,265
Purchase of intangible assets
(533,090)
(1,103,018)
Purchase of tangible fixed assets
(1,122,649)
(3,305,739)
Purchase of subsidiary
-
(1,664,163)
Interest received
31,006
24,068
Net cash used in investing activities
(1,624,733)
(5,215,587)
Financing activities
Proceeds from issue of shares
100,000
9,150,312
Repayment of borrowings
(380,609)
(142,359)
Payment of finance leases obligations
(210,062)
(120,748)
Net cash (used in)/generated from financing activities
(490,671)
8,887,205
Net (decrease)/increase in cash and cash equivalents
(511,084)
3,128,283
Cash and cash equivalents at beginning of year
3,128,283
-
0
Cash and cash equivalents at end of year
2,617,199
3,128,283

The notes on pages 13 to 32 form part of these financial statements.

PROJECT STEEL ACQUIRECO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Accounting policies
Company information

Project Steel Acquireco Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is Rouken Discovery Centre, Braidhurst Industrial Estate, Motherwell, North Lanarkshire, Scotland, ML1 3ST.

 

The group consists of Project Steel Acquireco Limited and all of its subsidiaries.

1.1
Reporting period

The current year reporting period is 12 months to 31 December 2025. The comparative reporting period was from the date of incorporation of 29 August 2023 to 31 December 2024.

1.2
Accounting convention

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, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.3
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.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Project Steel Acquireco 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.

PROJECT STEEL ACQUIRECO 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.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group and the 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.

1.6
Turnover

Revenue from contracts for the provision of services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

1.7
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.8
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.

PROJECT STEEL ACQUIRECO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.9
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:

Project development costs
Between 5 - 10 years
1.10
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 land and buildings
2% Straight line
Plant and equipment
25% Straight line
Motor vehicles
25% 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.

1.11
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.

1.12
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.

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

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.

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.

1.13
Stocks

Stocks are stated at cost.

At each reporting date, an assessment is made for impairment. Any impairment loss is recognised in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.14
Debtors
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
1.15
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.

1.16
Creditors
Short term creditors are measured at transaction price.
1.17
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.

PROJECT STEEL ACQUIRECO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
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.

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.

PROJECT STEEL ACQUIRECO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
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.

Derecognition of financial liabilities

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

1.18
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.

1.19
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.

PROJECT STEEL ACQUIRECO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.20
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.21
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.

1.22
Pensions
The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid, the group has no further payment obligations.
The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the company in independently administered funds.
1.23
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black- Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At each succeeding financial reporting period end and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the period.

PROJECT STEEL ACQUIRECO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -
1.24
Leases

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.

1.25
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.26
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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Development costs

The company reviews each year whether the recognition requirements for development costs have been met. Careful judgement is required when determining whether the criteria has been met, specifically in relation to:

• the future economic success and technical feasibility of completing any development project;

• the expected useful life on a project-by-project basis; and

• any indicators of impairment at the balance sheet date.

 

Judgements are based on the information available at each reporting date. All internal activities related to the research and development are discussed with the experts employed by the group.

PROJECT STEEL ACQUIRECO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Provision of Services
11,219,763
8,955,015
2025
2024
£
£
Turnover analysed by geographical market
United States
7,636,068
5,605,730
United Kingdom
1,521,889
2,524,045
Europe, Middle East & Africa
1,623,819
603,825
Asia-Pacific
437,987
221,415
11,219,763
8,955,015
2025
2024
£
£
Other operating income
Grants received
224,279
138,005
4
Operating profit/(loss)
2025
2024
£
£
Operating profit/(loss) for the year is stated after charging/(crediting):
Exchange losses
44,123
41,943
Research and development costs
-
47,138
Government grants
(224,279)
(138,005)
Fees payable to the group's auditor for the audit of the group's financial statements
24,350
30,000
Depreciation of owned tangible fixed assets
579,759
408,291
Loss on disposal of tangible fixed assets
180
-
Amortisation of intangible assets
470,956
197,426
Loss on disposal of intangible assets
342
-
Share-based payments
16,967
-
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
24,350
30,000
PROJECT STEEL ACQUIRECO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
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
108
101
-
-

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
4,933,297
4,977,401
16,967
-
0
Social security costs
573,003
525,545
-
-
Pension costs
206,033
233,852
-
0
-
0
5,712,333
5,736,798
16,967
-
0

Included in the wages and salaries figure above is £273,834 (2024: £436,428) of staff costs capitalised in the year.

 

The 2025 Company remuneration of £16,967 relates to a share based payment.

7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
360,786
383,138
Company pension contributions to defined contribution schemes
17,796
17,727
378,582
400,865
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
135,036
151,173
Company pension contributions to defined contribution schemes
6,444
6,707
PROJECT STEEL ACQUIRECO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
31,005
24,068
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
31,005
24,068
9
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Other interest on financial liabilities
53,605
66,605
Other finance costs:
Interest on finance leases and hire purchase contracts
38,351
26,097
Total finance costs
91,956
92,702
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
-
0
(22,619)
Deferred tax
Origination and reversal of timing differences
(934,287)
-
0
Total tax credit
(934,287)
(22,619)
PROJECT STEEL ACQUIRECO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Taxation
(Continued)
- 24 -

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

2025
2024
£
£
Profit/(loss) before taxation
548,993
(640,289)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
137,248
(160,072)
Tax effect of expenses that are not deductible in determining taxable profit
486
345
Tax effect of utilisation of tax losses not previously recognised
(2,845)
23,253
Unutilised tax losses carried forward
(905,792)
742,550
Permanent capital allowances in excess of depreciation
(163,384)
(606,076)
Research and development tax credit
-
0
(22,619)
Taxation credit
(934,287)
(22,619)
11
Intangible fixed assets
Group
Goodwill
Project development costs
Total
£
£
£
Cost
At 1 January 2025
397,588
2,978,030
3,375,618
Additions
-
0
533,090
533,090
Disposals
-
0
(266,265)
(266,265)
At 31 December 2025
397,588
3,244,855
3,642,443
Amortisation and impairment
At 1 January 2025
49,699
425,677
475,376
Amortisation charged for the year
39,759
431,197
470,956
Disposals
-
0
(265,923)
(265,923)
At 31 December 2025
89,458
590,951
680,409
Carrying amount
At 31 December 2025
308,130
2,653,904
2,962,034
At 31 December 2024
347,889
2,552,353
2,900,242
The company had no intangible fixed assets at 31 December 2025 or 31 December 2024.

 

PROJECT STEEL ACQUIRECO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
12
Tangible fixed assets
Group
Leasehold land and buildings
Plant and equipment
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2025
2,835,565
2,923,328
3,706
5,762,599
Additions
285,576
983,022
-
0
1,268,598
Disposals
-
0
(919,543)
(3,706)
(923,249)
At 31 December 2025
3,121,141
2,986,807
-
0
6,107,948
Depreciation and impairment
At 1 January 2025
117,694
1,830,937
3,400
1,952,031
Depreciation charged in the year
77,732
501,900
127
579,759
Eliminated in respect of disposals
-
0
(919,542)
(3,527)
(923,069)
At 31 December 2025
195,426
1,413,295
-
0
1,608,721
Carrying amount
At 31 December 2025
2,925,715
1,573,512
-
0
4,499,227
At 31 December 2024
2,717,871
1,092,391
306
3,810,568
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.
13
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
3,305,739
3,305,739
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025 and 31 December 2025
3,305,739
Carrying amount
At 31 December 2025
3,305,739
At 31 December 2024
3,305,739
PROJECT STEEL ACQUIRECO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
14
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Antibody Analytics Limited T/A RoukenBio
Rouken Discovery Centre, Braidhurst Industrial Estate, Motherwell, Scotland, ML1 3ST
Ordinary
100.00
Rouken Bio Limited
Rouken Discovery Centre, Braidhurst Industrial Estate, Motherwell, Scotland, ML1 3ST
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Antibody Analytics Limited T/A RoukenBio
3,930,254
1,497,064
Rouken Bio Limited
1
-

The capital and reserves for Antibody Analytics Limited is as at 31 December 2025. The profit is for the year from 1 January 2025 to 31 December 2025 as this is the financial period for the subsidiary.

 

Rouken Bio Limited is a dormant company.

15
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Raw materials and consumables
824,950
829,150
-
-
PROJECT STEEL ACQUIRECO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
16
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,142,273
1,302,594
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
-
0
5,704,356
Other debtors
116,550
32,477
-
0
2,461
Prepayments and accrued income
261,423
244,677
-
0
-
0
1,520,246
1,579,748
-
5,706,817
Deferred tax asset (note 22)
50,999
-
0
2,500
-
0
1,571,245
1,579,748
2,500
5,706,817
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
0
-
0
5,854,598
-
0
Deferred tax asset (note 22)
883,288
-
0
12,094
-
0
883,288
-
5,866,692
-
Total debtors
2,454,533
1,579,748
5,869,192
5,706,817
17
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
20
189,128
196,646
-
0
-
0
Other borrowings
19
368,942
964,227
-
0
-
0
Trade creditors
598,825
699,413
-
0
2,400
Other taxation and social security
152,393
120,480
13,012
-
0
Deferred income
649,616
691,071
-
0
-
0
Other creditors
272,751
465,184
-
0
-
0
Accruals and deferred income
388,972
204,892
-
0
-
0
2,620,627
3,341,913
13,012
2,400

 

PROJECT STEEL ACQUIRECO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
18
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
20
203,644
260,239
-
0
-
0
Other borrowings
19
252,373
37,697
-
0
-
0
Deferred income
72,910
-
0
-
0
-
0
528,927
297,936
-
-
19
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Other loans
621,315
1,001,924
-
0
-
0
Payable within one year
368,942
964,227
-
0
-
0
Payable after one year
252,373
37,697
-
0
-
0

The long-term loans are secured by a bond and floating charge over the assets of the company.

 

Scottish Enterprise holds a standard security in respect of the leasehold interest in the subjects known as 2-6 Newhut Road, Braidhurst Industrial Estate, Motherwell.

 

Scottish Enterprise holds a floating charge in respect of the place of business at Atrium Court, 50 Waterloo Street, Glasgow, G2 6HQ.

 

Scottish Enterprise holds two bonds and floating charges covering all property and undertaking of the group.

 

Barclays Security Trustee Limited holds a floating charge covering all property and undertaking of the group.

 

Incuded in group other creditors, is an amount of £233,886 (2024: £433,886), owed to the directors of the group. This loan was made on an interest free basis and has no terms of repayment.

 

20
Finance lease obligations
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
189,128
196,646
-
0
-
0
In two to five years
203,644
260,239
-
0
-
0
392,772
456,885
-
-
PROJECT STEEL ACQUIRECO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
20
Finance lease obligations
(Continued)
- 29 -

Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. The average lease term is 2-5 years. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

21
Operating lease commitment
Group
Company
Group
Company
2025
2025
2024
2024
£
£
£
£
Building
Building
Building
Building
Rental
19,205
-
19,205
-
No of years
52
-
53
-
Total commitment
998,660
-
1,017,865
-
< 1 year
19,205
-
19,205
-
2-5 years
76,820
-
76,820
-
> 5 years
902,635
-
921,840
-
998,660
-
1,017,865
-
22
Deferred taxation

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

Assets
Assets
2025
2024
Group
£
£
Tax losses
934,287
-
Assets
Assets
2025
2024
Company
£
£
Tax losses
14,594
-
PROJECT STEEL ACQUIRECO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
22
Deferred taxation
(Continued)
- 30 -
Group
Company
2025
2025
Movements in the year:
£
£
Asset at 1 January 2025
-
-
Credit to profit or loss
(934,287)
(14,594)
Asset at 31 December 2025
(934,287)
(14,594)

The deferred tax asset set out above relates to the utilisation of tax losses against future expected profits.

23
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
206,033
233,852

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

24
Share-based payment transactions

The company has established an Enterprise Management Incentive ('EMI') scheme ('the EMI Scheme') under which share options have been granted to certain employees of the company. The EMI Scheme is an equity-settled share based payment arrangement whereby the employees are granted options over the company's equity instruments.

Company
Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 January 2025
-
-
-
-
Granted
1,862
-
82.00
-
Outstanding at 31 December 2025
1,862
-
82.00
-
Exercisable at 31 December 2025
-
-
-
-

The options outstanding at 31 December 2025 had an exercise price of £82 and a remaining contractual life of 9.52 years.

PROJECT STEEL ACQUIRECO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
24
Share-based payment transactions
(Continued)
- 31 -
Company

The estimated fair value of the share options was calculated by applying a Black-Scholes model. The model inputs for the option grants were as follows:

Inputs were as follows:
2025
2024
Weighted average share price
82.00
-
Weighted average exercise price
82.00
-
Expected volatility
75.00
-
Expected life
10.00
-
Risk free rate
4.25
-
Group
Company
2025
2024
2025
2024
£
£
£
£
Expenses recognised in the year
Arising from equity settled share based payment transactions
16,967
-
16,967
-
25
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of £1 each
24,500
24,500
24,500
24,500
Ordinary B shares of £1 each
68,000
68,000
68,000
68,000
Ordinary C shares of £1 each
6,600
7,500
6,600
7,500
Ordinary D shares of £1 each
2,660
-
2,660
-
101,760
100,000
101,760
100,000
During the financial year ended 31 December 2025, the company cancelled 900 ordinary C shares with a nominal value of £1.
The company issued 2,660 new ordinary D shares with a nominal value of £1 per share. The total nominal value of the new shares amounted to £2,660. Proceeds of £100,000 were received for the shares, therefore £97,340 has been recognised as share premium.
26
Acquisiton of business in the prior period

On 12 October 2023 the group acquired 100 percent of the issued capital of Antibody Analytics Limited. Net assets acquired had a fair value of £2,422,579, goodwill was £397,588 and legal fees were £485,572 giving a total consideration of £3,305,739. The consideration was satisfied by cash of £3,230,239 and issue of share capital of £75,500.

PROJECT STEEL ACQUIRECO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 32 -
27
Cash generated from/(absorbed by) group operations
2025
2024
£
£
Profit/(loss) after taxation
1,483,280
(617,670)
Adjustments for:
Taxation credited
(934,287)
(22,619)
Finance costs
91,960
92,702
Investment income
(31,006)
(24,068)
Loss on disposal of tangible fixed assets
180
-
Loss on disposal of intangible assets
342
-
Amortisation and impairment of intangible assets
470,956
197,426
Depreciation and impairment of tangible fixed assets
579,759
408,291
Equity settled share based payment expense
16,967
-
Movements in working capital:
Movement in stock, debtors and creditors
18,129
(507,314)
Cash generated from/(absorbed by) operations
1,696,280
(473,252)
28
Analysis of changes in net funds - group
1 January 2025
Cash flows
New finance leases
31 December 2025
£
£
£
£
Cash at bank and in hand
3,128,283
(511,084)
-
2,617,199
Borrowings excluding overdrafts
(1,001,924)
380,609
-
(621,315)
Obligations under finance leases
(456,885)
210,062
(145,949)
(392,772)
1,669,474
79,587
(145,949)
1,603,112
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