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

2025 was an exceptional year for the J D Healthcare Group (JDH). The Group significantly expanded our geographic footprint and enhanced capacity. Key achievements included the build of a new full-service IVF centre in Bristol, the launch of a state-of-the-art satellite in Reading, the full integration of the Guildford satellite, acquired at the end of the 2024 financial year, and securing 3 additional satellite locations to open in the summer of 2026 (Newcastle, Oxford and York). The strategic decision to offer donor eggs to patients at partner clinics for the first time was implemented to great success and donor sperm is now being offered to patients at more than 80% of licensed centres, increasing patient choice and accelerating paths to parenthood across the UK.

The Group is resolved to significant growth by:

1. Developing new sites;

JDH continues to invest in our physical and digital infrastructure to offer the broadest patient choice, enhance patient care and improve profitability.

1. Publishing and creating newer brands and service lines;

   The Group has launched the largest independent fertility events across the UK with our Familymakers shows in Brighton, Bristol, Newcastle and London, attracting and educating thousands of people at all stages of their fertility journey.

2. Enhancing current facilities and staff to accommodate business growth, and

3. Developing state of the art software to support the business.

Regularly publishing research papers in high-ranking medical journals remains central to our strategy to maintain business and policy leadership in the UK.

As a provider of healthcare services, the minimisation of clinical risk is paramount to the business. Such circumvention is enforced by a formal risk management policy, as well as rigorous governance policies and review

The group must also ensure compliance with the industry regulatory framework, notably that set by the Human Fertilisation and Embryology Authority (HFEA). This includes complying with UK regulatory limits on number of families from donor gametes as well as considerations of donor consent in various matters.

Clinical risk management strategies include:

· Performing all treatments under independent licences from the HFEA; performing outstandingly on inspections and reporting of any adverse incidents in a timely manner.

· Compliance with guidelines from the professional bodies including British Fertility Society, the Association of Clinical Embryologists and the relevant Royal Colleges.

· Constant review of forthcoming and existing legislation to ensure clinical practices continue to comply.

· Ensuring that the best possible team of consultants, embryologists and nurses are recruited and incentivised to work to the highest possible standards;

· Monitoring and analysing clinical outcomes including success and complication rates thoroughly across the group, and sharing best practice through a closed loop audit cycle to achieve high quality;

· Reviewing patient services and satisfaction on an ongoing basis, to ensure best practice across the group; and

· Remaining alert to suitable expansion opportunities within and outside the UK domestic market

The group’s key performance business indicators are shown below.  The latest publicly available clinical success rates and cycle information for the trading companies can be found on the HFEA website.

The group has made significant progress throughout the year in relation to key elements of its strategy including the addition of new sites, the development of new brands, the investment into donor gametes, the internal development of critical software and the recruitment of key individuals to spearhead the group's strategic objectives.

The group has made the decision to invest in headcount and estate at this time to accelerate its future growth.

The Board monitors the progress of the group by reference to the following key performance indicators for operations:

The directors of the Group recognise their duty under section 172 of the Companies Act 2006 to act in a way that they consider, in good faith, is most likely to promote the success of the Group for the benefit of its members as a whole, while having regard to the interests of key stakeholders and other matters set out in section 172(1).

The Directors remain focused on fostering the Group’s long-term sustainability and success, especially given the sensitive and highly regulated nature of IVF services. Major strategic decisions are taken with the benefit of thorough analysis and risk assessment to ensure they align with the Group’s mission, values, and long-term objectives. These processes help the Group manage growth responsibly while maintaining high-quality patient care.

The Group’s success depends upon attracting and retaining talented professionals across clinical and non-clinical functions. We are committed to fostering a supportive and inclusive work environment that emphasizes well-being, professional development, and ongoing training. We seek regular feedback from our employees—through formal consultations and surveys—to ensure their views are reflected in our policies and practices.

Building and maintaining strong relationships with our suppliers, regulators, and other partners is vital to delivering safe and effective IVF services. We carefully select and engage with suppliers based on quality, reliability, and shared ethical standards, and we work collaboratively with regulatory authorities to ensure compliance and uphold best practices in fertility treatment. Patient trust is paramount; we prioritise transparent communication and excellent service throughout every step of the treatment process.

Maintaining a Reputation for High Standards

The Directors understand that the Group’s reputation, particularly in the sensitive domain of fertility and reproductive health, is integral to its long-term success. We therefore prioritise ethical conduct, rigorous quality control, and continuous professional training. Our policies, procedures, and decision-making processes are designed to align with applicable regulations and professional guidelines, ensuring that we consistently deliver safe, effective, and compassionate care to our patients.

Conclusion

The Board believes that by taking into account the interests of key stakeholders—patients, employees, suppliers, regulators, shareholders, and the wider community—and by fostering a culture of responsibility and ethical practice, the Group remains well-positioned for sustainable growth. Through these actions, the Directors fulfill their obligations under Section 172 and promote the long-term success of the Group for the benefit of all.

On behalf of the Board

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

The principal activity of the group has continued to be the provision of medical facilities and services.

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £56,848. The directors do not recommend payment of a further dividend.

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

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.

The group's policy is to consult and discuss with employees at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins 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.

The auditor, Cheesmans, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £1m turnover, the recommended ratio for the sector.

During the period the majority of lighting has been replaced by LED and these changes are part of a rolling process. Smart meters have also been installed to replace older meters and this is again part of a rolling process, with the gas meters being upgraded to AMR meters.

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 prepared 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:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and 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.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group'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.

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.

We have audited the financial statements of J D Healthcare Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 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:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 October 2025 and of the group's profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor'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:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements, albeit we do believe that the withdrawal of donor consent is a key risk facing the business which requires proper disclosure.

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:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

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.

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.

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Employment Law and UK tax legislation, as well as conformity to the standards set by HFEA (the regulatory body in the fertilisation industry), 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 posting inappropriate journals to increase revenue or reduce expenditure and management bias in accounting estimates. Audit procedures performed by the engagement team included:

• Discussions with management in respect of known or suspected instances of non-compliance with laws and regulation and fraud, review of board minutes and review of HFEA regulatory reports;

• Evaluation of the operating effectiveness of management's key controls around the forecasting of costs and margin estimation.

• Challenging the assumptions and judgements made by management in their significant accounting estimates for the group, in particular those that involve the assessment of future events, which are inherently uncertain – the key estimates determined in this respect are those relating to the recoverability of debtors, valuation and quantity of stock, provisions against stock and the useful lives of assets; and

• Reviewing journal entries with unusual account combinations such as those with unusual or unexpected journal postings to the profit and loss as well as journals which contain unusual words.

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 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.

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 £3,058,864 (2024 - £4,616,628 profit).

J D Healthcare Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 113-115 Harley Street, London, W1G 6AP.

The group consists of J D Healthcare Limited and all of its subsidiaries.

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 company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

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.

The consolidated group financial statements consist of the financial statements of the parent company J D Healthcare 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 October 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.

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.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business.

Revenue from the sale of goods (mostly gametes) is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually at the point the order for the gamete sold is confirmed), 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.

The group receives revenue in respect of storage fees to freeze and store patient gametes and embryos. The allocation of revenue between point of sale and subsequent periods is a key judgement estimate and critical accounting judgement.

The group now invoices predominantly single year storage as opposed to three year storage (which was the case for the last couple of years) and therefore income released in respect of three year storage relates mainly to previously deferred income.

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.

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 ten 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.

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:

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:

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.

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.

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.

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.

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.

Stock is held net of provisions for ageing and slow-moving quarantined stock, see Judgements and key sources of estimation uncertainty for more detail.

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.

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.

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, 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, 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.

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.

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.

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, 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.

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

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.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from 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 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.

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.

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

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.

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.

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.

Sperm and egg stock in the group is held net of provisions based on the age of stock. The previous legislation in such regard set a maximum of ten years storage of gametes without a medical reason, and provisions were calculated in accordance with this.

The Health and Care Act 2022, which received Royal Assent on 28 April 2022, extends storage to 55 years for gametes, however the Board has made a judgement that majority these provisions are still valid, as these are based on current donor consents for storage which are for ten years maximum.

At the balance sheet date, the directors consider the recoverability of the amounts owed to the Group, utilising post balance sheet information where available. Where balances are not considered recoverable appropriate provisions are made.

With regard to trade debtors, determining the recoverability of debtors requires an estimation of the average time period that self-funded debtors will pay. The directors consider 180 days to be a reasonable estimate.

The value of stock that is acquired via a donor is based on an absorption of relevant costs, including direct materials, direct labour costs and those overheads that have been incurred in bringing the stock to its present location and condition.

In calculating the relevant costs for sperm stock, the directors estimate the allocation of these costs on the average number of amps donated during each visit to the clinic by the donor. This estimation is reviewed every year comparing to the average number of amps produced per visit in that year and where material adjustments are made in the calculation.

In calculating the relevant costs for egg stock, the directors estimate the allocation of these costs on the average number of eggs collected in each donation. This estimation is reviewed every year comparing to the average number of eggs collected in that year and where material adjustments are made in the calculation.

Due to the nature of the stock, there are currently government imposed restrictions on the usage based on the number of families created from a donor's stock and the ageing of that donor's stock. As noted in judgements, the Health and Care Act was granted Royal Assent on 28 April 2022 which extended the storage period for gametes to 55 years, however required donors to re-consent to the new terms. This came into effect from 1 July 2022.

Each year, the directors make an appropriate provision based on the data available to reduce the carrying value of the stock based on whether the stock is approaching either the family limit or the ageing limit.

As the Board took the decision not to seek renewal of consents from donors in respect of these changes, the ten year limit is deemed to apply to all donations prior to 1 July 2022.

Due to the nature of sperm stock, there are government imposed restrictions on the usage of stock donated over the course of a donation programme until such time as the donor has obtained a final ‘clearance’ blood test after the stock has been held in quarantine for the requisite 180 days.

Each year directors make an appropriate provision each year based on the data available to reduce the carrying amount of stock based on the likelihood of the donor returning for the final test.

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

Their aggregate remuneration comprised:

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

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

More information on impairment movements in the year is given in note 11.

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

The long-term loans are secured by fixed charges and floating charges over all group assets, as well as a fixed and floating charge over property held by related parties.

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

Defined contribution pension schemes are operated for all qualifying employees. The assets of the schemes are held separately from those of the group in an independently administered fund.

The issued share capital of the Company and Group is 302 Ordinary Shares of £1 each. These shares have full voting and dividend rights assigned to them.

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:

The operating leases represent leases of property to third parties. The leases are negotiated over terms of one to three years and rentals are fixed for the period of the lease. There are no options in place for either party to extend the lease terms.

The company had a total of £843,004 (2024: £1,440,000) of non-cancellable lease receivables due in the next 1-5 years, of which £838,500 (2024: £720,000) is due in less than one year.

The group has a total of £358,392 (2024: £92,574 ) of non-cancellable lease receivables due in the next 1-5 years, of which £176,666 is due in less than one year.

On 18 March 2026, the parent company acquired a minority shareholding for cash consideration.

The remuneration of key management personnel is as follows.

During the year the group entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

Dividends totalling £56,848 (2024 - £0) were paid in the year in respect of shares held by a company director.

K Ahuja is the ultimate controlling party by virtue of his shareholding.