Company registration number 14085647 (England and Wales)
PROJECT JORVIK TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PROJECT JORVIK TOPCO LIMITED
COMPANY INFORMATION
Directors
Mr J P Wiechula
Mr R D N Dawson
Mr R F Millman
Mr O J Wildig
Company number
14085647
Registered office
Units 2-3 Triune Court
Monks Cross Drive
York
North Yorkshire
YO32 9GZ
Auditor
Azets Audit Services Limited
Triune Court
Monks Cross Drive
York
YO32 9GZ
PROJECT JORVIK TOPCO LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Group statement of comprehensive income
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Notes to the financial statements
13 - 30
PROJECT JORVIK TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Principal activities and review of the business

The group operates as a provider of laboratory services for health tests from its premises in York.

The trading company, Yorktest Laboratories Limited, has generated a profit before tax of £3,345,052 for the year to 31 December 2025 (202 4 - £3,193,276).

Performance at the period end

The results for the group on the statement of comprehensive income show a profit on ordinary activities before taxation of £1,696,776 (2024 - £1,372,868), and a turnover of £12,708,845 (2024 - £11,841,785).

The group has net current liabilities of £1,048,302 (2024 - Assets £662,246).

Key performance indicators

The group’s key indicators during the period are as follows:

- Turnover

- Gross profit

The directors are satisfied the group objectives for the period have been met.

Principal risks and future developments

The directors aim to continue the policies and investment in the business which have resulted in growth in recent years. The directors meet on a monthly basis and discuss current and emerging risks to help protect the business.

The company continues to invest and innovate in the health testing market.

On behalf of the board

Mr R D N Dawson
Director
17 July 2026
PROJECT JORVIK TOPCO 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

The principal activity of the group is that of a laboratory service for health tests.

Results and dividends

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

No interim ordinary dividends were paid. The directors do not recommend payment of a final 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 J P Wiechula
Mr R D N Dawson
Mr R F Millman
Mr O J Wildig
Auditor

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

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.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr R D N Dawson
Director
17 July 2026
PROJECT JORVIK TOPCO 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:

- select suitable accounting policies and then apply them consistently;

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

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

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and 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 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 JORVIK TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROJECT JORVIK TOPCO LIMITED
- 4 -
Opinion

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

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 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:

- T he information given in the strategic report and the directors' r eport 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.

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

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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 JORVIK TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT JORVIK TOPCO 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 entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is 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 entity 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:

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

- Reviewing minutes of meetings of those charged with governance;

- Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias;

- Performing audit work over the timing and recognition of revenue and in particular whether it has been recorded in the correct accounting period.

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.

Martin Davey (Senior Statutory Auditor)
For and on behalf of Azets Audit Services Limited, Statutory Auditor
Chartered Accountants
Triune Court
Monks Cross Drive
York
YO32 9GZ
17 July 2026
PROJECT JORVIK TOPCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
2025
2024
Notes
£
£
Turnover
3
12,708,845
11,841,785
Cost of sales
(1,943,783)
(1,766,987)
Gross profit
10,765,062
10,074,798
Administrative expenses
(8,502,394)
(7,961,365)
Operating profit
4
2,262,668
2,113,433
Interest receivable and similar income
7
5,033
15,874
Interest payable and similar expenses
8
(570,925)
(756,439)
Profit before taxation
1,696,776
1,372,868
Tax on profit
9
(778,283)
(844,049)
Profit for the financial year
918,493
528,819
Total comprehensive income for the year is all attributable to the owners of the parent company.
PROJECT JORVIK TOPCO LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 8 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
10
7,001,535
8,069,913
Other intangible assets
10
52,418
11,488
Total intangible assets
7,053,953
8,081,401
Tangible assets
11
326,076
394,246
7,380,029
8,475,647
Current assets
Stocks
13
482,942
520,888
Debtors
14
327,715
363,354
Cash at bank and in hand
1,853,003
2,821,429
2,663,660
3,705,671
Creditors: amounts falling due within one year
17
(3,711,962)
(3,043,425)
Net current (liabilities)/assets
(1,048,302)
662,246
Total assets less current liabilities
6,331,727
9,137,893
Creditors: amounts falling due after more than one year
18
(5,188,694)
(8,740,812)
Provisions for liabilities
Deferred tax liability
19
57,000
61,000
(57,000)
(61,000)
Net assets
1,086,033
336,081
Capital and reserves
Called up share capital
21
976
986
Share premium account
112,350
114,149
Profit and loss reserves
972,707
220,946
Total equity
1,086,033
336,081

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 17 July 2026 and are signed on its behalf by:
17 July 2026
Mr R D N Dawson
Director
Company registration number 14085647 (England and Wales)
PROJECT JORVIK TOPCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
12
1
1
1
1
Current assets
Debtors
14
1,534,403
757,939
Creditors: amounts falling due within one year
17
(955,091)
(6,549)
Net current assets
579,312
751,390
Total assets less current liabilities
579,313
751,391
Creditors: amounts falling due after more than one year
18
(465,343)
(806,750)
Net assets/(liabilities)
113,970
(55,359)
Capital and reserves
Called up share capital
21
976
986
Share premium account
112,350
114,149
Profit and loss reserves
644
(170,494)
Total equity
113,970
(55,359)

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the period was £337,870 (2024 - £62,540 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 17 July 2026 and are signed on its behalf by:
17 July 2026
Mr R D N Dawson
Director
Company registration number 14085647 (England and Wales)
PROJECT JORVIK TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
986
114,149
(307,873)
(192,738)
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
528,819
528,819
Balance at 31 December 2024
986
114,149
220,946
336,081
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
918,493
918,493
Reduction of shares
21
(10)
-
-
(10)
Other movements
-
(1,799)
(166,732)
(168,531)
Balance at 31 December 2025
976
112,350
972,707
1,086,033
PROJECT JORVIK TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
986
114,149
(107,954)
7,181
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
(62,540)
(62,540)
Balance at 31 December 2024
986
114,149
(170,494)
(55,359)
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
337,870
337,870
Reduction of shares
21
(10)
-
-
(10)
Other movements
-
(1,799)
(166,732)
(168,531)
Balance at 31 December 2025
976
112,350
644
113,970
PROJECT JORVIK TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
3,180,893
3,922,497
Interest paid
(570,925)
(756,439)
Income taxes paid
(1,257,858)
(804,877)
Net cash inflow from operating activities
1,352,110
2,361,181
Investing activities
Purchase of intangible assets
(54,840)
(4,762)
Purchase of tangible fixed assets
(36,455)
(55,557)
Interest received
5,033
15,874
Net cash used in investing activities
(86,262)
(44,445)
Financing activities
Redemption of shares
(168,541)
-
0
Repayment of borrowings
(2,021,748)
(1,186,055)
Repayment of bank loans
(27,392)
(29,209)
Payment of finance leases obligations
(16,593)
(36,477)
Net cash used in financing activities
(2,234,274)
(1,251,741)
Net (decrease)/increase in cash and cash equivalents
(968,426)
1,064,995
Cash and cash equivalents at beginning of year
2,821,429
1,756,434
Cash and cash equivalents at end of year
1,853,003
2,821,429
PROJECT JORVIK TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Accounting policies
Company information

Project Jorvik Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Units 2-3 Triune Court, Monks Cross Drive, York, North Yorkshire,YO32 9GZ.

The group consists of Project Jorvik Topco Limited and all of its subsidiaries.

1.1
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 a mounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. 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 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: Interest income/expense and net gains/losses for financial instruments not measured at fair value; 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.

1.2
Business combinations

In the parent company financial statements, t he 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. I nvestments 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.

PROJECT JORVIK TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Project Jorvik Topco 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 g roup.

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.

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

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Although the group has net liabilities, this is significantly impacted by the existence of loan notes payable that exist in entities within the group that are acquisition vehicles only and whose results can be managed.

The main trading entity of the group, Yorktest Laboratories Limited, traded profitably during the accounting period and shows a net asset position at the balance sheet date. In addition, the group also maintains the support of the ultimate controlling party, t hus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue is not recognised until the laboratory has performed all necessary testing on the sample provided by the customer. Where it is more likely than not the c ompany will have no further performance obligations after despatching a testing kit, revenue is recognised on despatch of the testing kit.

1.6
Intangible fixed assets - goodwill

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

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

PROJECT JORVIK TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.7
Intangible fixed assets other than goodwill

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

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

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

Software
1-3 years straight line
1.8
Tangible fixed assets

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

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

Leasehold land and buildings
5 years straight line
Plant and equipment
8 years straight line
Computers
3 years straight line

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

1.9
Fixed asset investments

Equity in vest ments 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.

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

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

1.10
Impairment of fixed assets

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

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

PROJECT JORVIK TOPCO 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.

1.11
Stocks

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

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

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

1.12
Cash and cash equivalents

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

1.13
Financial instruments

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

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

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod 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 JORVIK TOPCO 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 paymen ts 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 JORVIK TOPCO 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 th r ough 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.

1.14
Equity instruments

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

1.15
Taxation

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

Current tax

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

Deferred tax

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

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

PROJECT JORVIK TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.16
Employee benefits

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

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

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

1.17
Retirement benefits

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

1.18
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.

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 lease d asset are consumed.

1.19
Foreign exchange

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

1.20

Research and development costs

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.

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.

PROJECT JORVIK TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 20 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Deferred income

Revenue is not recognised until the laboratory has performed all necessary testing on the samples provided by the customer. Therefore a portion of the sales receipts prior to the year - end must be deferred using an estimate over the expected number of tests for which all necessary testing will be completed, and the average time for a test to be returned by the customer.

Assessing indicators of impairment

In assessing whether there have been any indicators of impairment associated with tangible and intangible assets, the directors have considered both external and internal sources of information such as market values, changes in technological, economic and legal environments and economic performance. Where an indication of impairment exists, the directors will carry out an impairment review to determine the recoverable amount of the asset, which is the higher of fair value less cost to sell and value in use. The value in use calculation requires the directors to estimate future cash flows expected to arise from the asset or cash generating unit and determine a suitable discount rate in order to calculate present value.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Laboratory services
12,708,845
11,841,785
2025
2024
£
£
Turnover analysed by geographical market
UK
11,354,877
10,432,308
Rest of Europe
1,241,725
92,971
Rest of the World
112,243
1,316,506
12,708,845
11,841,785
2025
2024
£
£
Other revenue
Interest income
5,033
15,874
PROJECT JORVIK TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging:
Exchange losses
4,079
9,171
Depreciation of owned tangible fixed assets
98,002
72,478
Depreciation of tangible fixed assets held under finance leases
6,623
30,599
Amortisation of intangible assets
1,082,288
1,087,609
Operating lease charges
138,239
137,224
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
-
-
Audit of the financial statements of the company's subsidiaries
24,210
19,040

Audit fees for the company are bourne by a subsidiary company.

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
Directors
4
4
4
4
Administration
3
3
-
-
Laboratory
34
39
-
-
Total
41
46
4
4

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
1,737,887
1,758,524
-
0
-
0
Social security costs
173,152
137,821
-
-
Pension costs
99,663
56,759
-
0
-
0
2,010,702
1,953,104
-
0
-
0
PROJECT JORVIK TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
5,033
15,874
8
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
3,282
6,002
Interest on finance leases and hire purchase contracts
-
2,007
Other interest
567,643
748,430
Total finance costs
570,925
756,439
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
774,000
859,167
Adjustments in respect of prior periods
8,283
(118)
Total current tax
782,283
859,049
Deferred tax
Origination and reversal of timing differences
(4,000)
(15,000)
Total tax charge
778,283
844,049

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:

2025
2024
£
£
Profit before taxation
1,696,776
1,372,868
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
424,194
343,217
Tax effect of expenses that are not deductible in determining taxable profit
42,070
490,192
Permanent capital allowances in excess of depreciation
-
0
14,112
Amortisation on assets not qualifying for tax allowances
267,095
-
0
Under/(over) provided in prior years
8,283
(118)
Other
36,641
(3,354)
Taxation charge
778,283
844,049
PROJECT JORVIK TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
10
Intangible fixed assets
Group
Goodwill
Software
Total
£
£
£
Cost
At 1 January 2025
10,683,780
92,531
10,776,311
Additions
-
0
54,840
54,840
At 31 December 2025
10,683,780
147,371
10,831,151
Amortisation and impairment
At 1 January 2025
2,613,867
81,043
2,694,910
Amortisation charged for the year
1,068,378
13,910
1,082,288
At 31 December 2025
3,682,245
94,953
3,777,198
Carrying amount
At 31 December 2025
7,001,535
52,418
7,053,953
At 31 December 2024
8,069,913
11,488
8,081,401
The company had no intangible fixed assets at 31 December 2025 or 31 December 2024.
11
Tangible fixed assets
Group
Leasehold land and buildings
Plant and equipment
Computers
Total
£
£
£
£
Cost
At 1 January 2025
107,216
504,392
27,049
638,657
Additions
-
0
33,136
3,319
36,455
At 31 December 2025
107,216
537,528
30,368
675,112
Depreciation and impairment
At 1 January 2025
42,412
183,451
18,548
244,411
Depreciation charged in the year
17,958
80,647
6,020
104,625
At 31 December 2025
60,370
264,098
24,568
349,036
Carrying amount
At 31 December 2025
46,846
273,430
5,800
326,076
At 31 December 2024
64,804
320,941
8,501
394,246
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.
PROJECT JORVIK TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
11
Tangible fixed assets
(Continued)
- 24 -

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2025
2024
2025
2024
£
£
£
£
Plant and equipment
24,718
84,644
-
0
-
0
12
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
25
-
0
-
0
1
1
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025 and 31 December 2025
1
Carrying amount
At 31 December 2025
1
At 31 December 2024
1
13
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Finished goods and goods for resale
482,942
520,888
-
0
-
0
14
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
48,334
125,632
-
0
-
0
Amounts owed by group undertakings
-
0
-
0
1,534,403
757,939
Prepayments and accrued income
279,381
237,722
-
0
-
0
327,715
363,354
1,534,403
757,939
PROJECT JORVIK TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
15
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
19,634
47,026
-
0
-
0
Other loans
6,688,694
8,710,442
599,761
806,750
6,708,328
8,757,468
599,761
806,750
Payable within one year
1,519,634
27,392
134,418
-
0
Payable after one year
5,188,694
8,730,076
465,343
806,750

Bank loans have a borrowing term of 6 years from the date of drawdown, with the facility expected to be fully repaid in June 2030. Interest on the loan is charged at 3.25% per annum over the Bank of England base rate. The loan is secured via a debenture comprising fixed and floating charges over all the assets and undertakings of Yorktest Laboratories Limited.

Other loans relate to secured loan notes that bear an 8% coupon rate and are repayable on 30 June 20 30.

16
Finance lease obligations
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
10,951
17,375
-
0
-
0
In two to five years
-
0
10,951
-
0
-
0
10,951
28,326
-
-
Less: future finance charges
(215)
(997)
-
0
-
0
10,736
27,329
-
0
-
0

Finance lease payments represent rentals payable by the company or group for certain items of plant and equipment. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Finance lease obligations are secured against the assets to which they relate.

PROJECT JORVIK TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
17
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans
15
19,634
27,392
-
0
-
0
Obligations under finance leases
16
10,736
16,593
-
0
-
0
Other borrowings
15
1,500,000
-
0
134,418
-
0
Trade creditors
680,690
968,574
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
810,508
-
0
Corporation tax payable
101,925
577,500
-
0
-
0
Other taxation and social security
163,087
112,358
-
0
-
0
Other creditors
23,885
18,973
-
0
-
0
Accruals and deferred income
1,212,005
1,322,035
10,165
6,549
3,711,962
3,043,425
955,091
6,549

Bank loans are secured as detailed in note 15.

Obligations under finance leases are secured as detailed in note 16.

18
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
15
-
0
19,634
-
0
-
0
Obligations under finance leases
16
-
0
10,736
-
0
-
0
Other borrowings
15
5,188,694
8,710,442
465,343
806,750
5,188,694
8,740,812
465,343
806,750

Bank loans and overdrafts are secured as detailed in note 15.

Obligations under finance leases are secured as detailed in note 16.

Other borrowings are secured as detailed in note 15.

19
Deferred taxation

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

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
57,000
61,000
The company has no deferred tax assets or liabilities.
PROJECT JORVIK TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
19
Deferred taxation
(Continued)
- 27 -
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 January 2025
61,000
-
Credit to profit or loss
(4,000)
-
Liability at 31 December 2025
57,000
-
20
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
99,663
56,759

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

21
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A1 Ordinary Shares of 1p each
70,777
70,777
708
708
A2 Ordinary Shares of 1p each
718
718
7
7
B Ordinary Shares of 1p each
7,232
7,505
72
75
C1 Ordinary Shares of 1p each
7,900
7,900
79
79
C2 Ordinary Shares of 1p each
-
310
-
3
C3 Ordinary Shares of 1p each
6,090
6,090
61
61
C4 Ordinary Shares of 1p each
2,700
2,700
27
27
C5 Ordinary Shares of 1p each
1,200
1,617
12
16
C6 Ordinary Shares of 1p each
1,000
1,000
10
10
97,617
98,617
976
986

During the year, the company performed a repurchase of own shares of 273 B Ordinary shares, 310 C2 Ordinary shares and 417 C5 Ordinary shares. Following this the shares were subsequently cancelled.

All classes of Ordinary shares have attached to them full voting and dividend distribution rights. However, the C1, C2, C3 and C4 Ordinary shares provide a preferential share of profits to shareholders in the event that an exit event occurs past certain hurdles. This means that the Ordinary C shares represent an element of both Ordinary share capital and an element of sweet equity. The sweet equity element accounted for as a share-based payment under section 26 of FRS 102, is considered to have a fair value of £nil.

PROJECT JORVIK TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
22
Operating lease commitments
Lessee

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

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
108,939
108,939
-
-
Between two and five years
435,756
435,756
-
-
In over five years
108,939
217,878
-
-
653,634
762,573
-
-
23
Related party transactions
Transactions with related parties

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

Interest on loan notes
2025
2024
£
£
Group
Entities with control, joint control or significant influence over the company
515,872
679,134
Other related parties
51,771
69,296

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2025
2024
£
£
Group
Entities with control, joint control or significant influence over the group
6,088,933
7,903,692
Other related parties
599,761
806,750
Other information

The company has taken advantage of the disclosure exemptions of Section 33.1A of FRS 102 which permit it to not present details of its transactions with members that are wholly owned.

24
Controlling party

The Group is ultimately controlled by NVM LII GP LLP. The registered office is C/O Womble Bond Dickinson (U K) L LP, The Spark, Draymans Way, Newcastle Helix, Newcastle Upon Tyne, NE4 5DE.

PROJECT JORVIK TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 29 -
25
Subsidiaries

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

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Project Jorvik Midco Limited
England and Wales
Acquisition vehicle
Ordinary
100.00
-
Project Jorvik Bidco Limited
England and Wales
Acquisition vehicle
Ordinary
0
100.00
Yorktest Group Limited
England and Wales
Holding company
Ordinary
0
100.00
Yorktest Laboratories Limited
England and Wales
Laboratory service for health tests
Ordinary
0
100.00

Registered Offices

The registered office address for each of the subsidiaries is: Units 2-3 Triune Court, Monks Cross Drive, York, North Yorkshire, YO32 9GZ.

26
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
351,367
340,534
Company pension contributions to defined contribution schemes
75,363
41,832
426,730
382,366
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
199,487
192,080
Company pension contributions to defined contribution schemes
19,830
18,789

Key management personnel are considered to be the directors only.

PROJECT JORVIK TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 30 -
27
Cash generated from group operations
2025
2024
£
£
Profit after taxation
918,493
528,819
Adjustments for:
Taxation charged
778,283
844,049
Finance costs
570,925
756,439
Investment income
(5,033)
(15,874)
Amortisation and impairment of intangible assets
1,082,288
1,087,609
Depreciation and impairment of tangible fixed assets
104,625
103,077
Movements in working capital:
Decrease in stocks
37,946
59,277
Decrease/(increase) in debtors
35,639
(176,781)
(Decrease)/increase in creditors
(342,273)
735,882
Cash generated from operations
3,180,893
3,922,497
28
Analysis of changes in net debt - group
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
2,821,429
(968,426)
1,853,003
Borrowings excluding overdrafts
(8,757,468)
2,049,140
(6,708,328)
Obligations under finance leases
(27,329)
16,593
(10,736)
(5,963,368)
1,097,307
(4,866,061)
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