REGISTERED NUMBER: 09520509 (England and Wales)

JENAVALVE PRODUCTION LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

to

7

DIRECTOR:

J T Kilcoyne

REGISTERED OFFICE:

Unit 9a Astley Way

Astley Lane Industrial Estate

Swillington

Leeds

LS26 8XT

REGISTERED NUMBER:

09520509 (England and Wales)

SENIOR STATUTORY AUDITOR:

Tara Bellamy FCA

AUDITORS:

Duncan & Toplis Audit Limited, Statutory Auditor

4 Henley Way

Doddington Road

Lincoln

Lincolnshire

LN6 3QR

FIXED ASSETS

Property, plant and equipment

4

550,613

229,435

CURRENT ASSETS

Inventories

1,644,765

1,310,152

Debtors

5

1,519,678

503,871

Cash at bank and in hand

184,174

461,191

3,348,617

2,275,214

CREDITORS

Amounts falling due within one year

6

1,015,089

538,566

NET CURRENT ASSETS

2,333,528

1,736,648

TOTAL ASSETS LESS CURRENT LIABILITIES

2,884,141

1,966,083

CAPITAL AND RESERVES

Called up share capital

8

100

100

Capital contribution reserve

9

24,071,398

21,321,398

Retained earnings

9

(21,187,357

)

(19,355,415

)

SHAREHOLDERS' FUNDS

2,884,141

1,966,083

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the director and authorised for issue on 20 August 2026 and were signed by:

J T Kilcoyne - Director

1.	STATUTORY INFORMATION

Jenavalve Production Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Revenue

Revenue is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of revenue are as follows:

Sale of goods

Revenue from the sale of 'The Trilogy System' is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is usually on dispatch of the goods.

Tangible fixed assets

Tangible fixed assets are measured at cost less accumulated depreciation. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Land and buildings - straight line over 5 years

Plant and machinery etc - straight line over 3 - 7 years

Inventories

Inventories are valued at the lower of cost and estimated selling price after making due allowance for obsolete and slow moving items. Costs include all cost attributed to the production of each product, including wages and overheads, on an absorption costing basis. Provisions are made for reject products and products still subject to final quality control approval at the year end with an estimated value based on average yield rates.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate.

Going concern

The Company, JenaValve Production Limited, continues to develop its product in support of the clinical trials and premarket approval application of the ALIGN-AR Trilogy system with the United States Food and Drug Administration. In May 2021, the parent company, JenaValve Technology Inc, obtained Conformite European, (CE Mark) for products manufactured by the Company, who subsequently commenced the intercompany supply of products made available for full commercial operations in selected European countries, including Germany, Austria, and Italy. Consequently, revenue is now being generated by the Company. Despite this development, the Company remains reliant upon the financial support of its parent company, JenaValve Technology Inc.

Within the financial statements of the parent company it is stated that the parent company does not believe that its cash and cash equivalents balances as of 31 December 2025 will provide sufficient capital to allow the parent company to fund its planned current operations for the next 12 months from the issuance of the consolidated financial statements. These conditions raise substantial doubt about the parent company's ability to continue as a going concern, therefore this raises substantial doubt about the Company's ability to continue as a going concern.

The parent company has suffered recurring losses from operations, has net liabilities and has assessed that its existing liquidity will not be sufficient to meet anticipated needs for at least 12 months from the date of the parent company's financial statements, 26 May 2026. The parent company expects to seek additional funding in the form of equity financing or debt, however, there can be no assurance that such efforts will be successful or that, the terms and conditions of such financing will be favourable. If the parent company is unable to secure additional funding when desired, the Company may need to delay the development, commercialisation and marketing of its products and scale back its business and operations which may impact the operations of the Company.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 81 (2024 - 64 ) .

4.	PROPERTY, PLANT AND EQUIPMENT

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST

At 1 January 2025

438,774

577,468

1,016,242

Additions

119,317

292,219

411,536

Disposals

-

(27,658

)

(27,658

)

At 31 December 2025

558,091

842,029

1,400,120

DEPRECIATION

At 1 January 2025

395,141

391,666

786,807

Charge for year

26,375

58,033

84,408

Eliminated on disposal

-

(21,708

)

(21,708

)

At 31 December 2025

421,516

427,991

849,507

NET BOOK VALUE

At 31 December 2025

136,575

414,038

550,613

At 31 December 2024

43,633

185,802

229,435

5.

DEBTORS

2025

2024

£

£

Amounts falling due within one year:

Trade debtors

334,440

321,120

Amounts owed by group undertakings

392,000

4,400

Other debtors

703,238

88,351

1,429,678

413,871

Amounts falling due after more than one year:

Other debtors

90,000

90,000

Aggregate amounts

1,519,678

503,871

Amounts owed from group undertakings are unsecured, interest free and repayable on demand.

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

366,403

219,105

Amounts owed to group undertakings

189,811

52,481

Taxation and social security

138,649

63,001

Other creditors

320,226

203,979

1,015,089

538,566

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

7.	LEASING AGREEMENTS

Total financial commitments, guarantees and contingencies which are not included in the statement of financial position amount to £878,200 (2024: £100,091).

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

100

Ordinary A

£1

100

100

9.

RESERVES

Capital

Retained

contribution

earnings

reserve

Totals

£

£

£

At 1 January 2025

(19,355,415

)

21,321,398

1,965,983

Deficit for the year

(1,831,942

)

-

(1,831,942

)

Contribution in the year

-

2,750,000

2,750,000

At 31 December 2025

(21,187,357

)

24,071,398

2,884,041

The capital contribution reserve relates to funding received from the parent entity which is not classified as a loan nor has it been received in exchange for share capital.

Retained earnings represents cumulative profit and losses.

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Tara Bellamy FCA (Senior Statutory Auditor)

for and on behalf of Duncan & Toplis Audit Limited, Statutory Auditor

We draw your attention to note 2 in the financial statements, which indicates that the parent company does not believe it has sufficient capital to fund its planned current operation for the next 12 months. As stated in note 2, these events or conditions, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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.

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

11.	CONTINGENT LIABILITIES

The company has a short leasehold for their business premises. Upon termination of the lease the company is required to return the building to its original condition, including internal layout and repainting of all walls. The cost of this cannot be reliably estimated but is not expected to exceed the £90,000 which has previously been paid as a deposit.

12.	CAPITAL COMMITMENTS

2025

2024

£

£

Contracted but not provided for in the

financial statements

26,576

-

13.	PENSION COMMITMENTS

Assets of the company's pension scheme are held separately in an independently administered fund. At the financial reporting date the company had pension commitments of £26,406 (2024: £18,328)

14.	RELATED PARTY DISCLOSURES

The following balances and transactions relate to JenaValve Production Limited and other companies within the group.

Related Party

Related Person

During the year 2025

During the year 2024

Sales

Purchases

Sales

Purchases

JenaValve Technology Inc. (USA)

Parent Company

496,550

239,644

1,724,400

84,510

JenaValve Technology GmbH (Germany)

Fellow Subsidiary Company

4,531,665

471,470

2,068,560

269,428

Related Party

Related Person

Year end 2025

Year end 2024

Debtors

Creditors

Debtors

Creditors

JenaValve Technology Inc. (USA)

Parent Company

-

173,761

4,400

52,481

JenaValve Technology GmbH (Germany)

Fellow Subsidiary Company

392,000

16,050

-

-

15.	ULTIMATE PARENT COMPANY