MDBiologics Limited iXBRL

Company Registration Number: 15579040

MDBiologics Limited

Annual Report and Financial Statements

for the financial period ended 31 December 2025

MDBiologics Limited

DIRECTORS AND OTHER INFORMATION


Directors	Paul Clark
	Fabio Kellett (Appointed 21 April 2026)


Company Registration Number	15579040


Business Address	71-75 Shelton Street
	Covent Garden
	London
	WC2H 9JQ
	United Kingdom


Independent Auditors	Visio Advisory Limited
	182 Howth Road
	Sutton Cross
	Dublin 13


Bankers	Barclays Bank Plc
	Bury St Edmunds
	Leicester

MDBiologics Limited

DIRECTORS' REPORT

for the financial period ended 31 December 2025

The directors present their report and the audited financial statements for the financial period ended 31 December 2025.

Principal Activity

The principal activity of the company is to provide intercompany services.

Directors

The directors who served during the financial period are as follows:

Paul Clark

Fabio Kellett (Appointed 21 April 2026)

There were no changes in shareholdings between 31 December 2025 and the date of signing the financial statements.

In accordance with the Constitution, the directors retire by rotation and, being eligible, offer themselves for re-election.

Political Contributions

The company did not make any disclosable political donations in the current financial period.

Statement of Directors' Responsibilities

The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial period. 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) including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” Section 1A (Small Entities). 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 company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

-select suitable accounting policies and apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of Information to Auditor

Each persons who are directors at the date of approval of this report confirms that:

In so far as the directors are aware:

-there is no relevant audit information (information needed by the company's auditor in connection with preparing the auditor's report) of which the company's auditor is unaware, and

-the directors have taken all the steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Auditors

Visio Advisory Limited, were appointed auditors by the directors to fill the casual vacancy and they have expressed their willingness to continue in office in accordance with the provisions of Section 485 of the Companies Act 2006.

Special provisions relating to small companies

The above report has been prepared in accordance with the special provisions relating to small companies within Part 15 of the Companies Act 2006.

On behalf of the board

Paul Clark

Fabio Kellett

Director

22 May 2026

INDEPENDENT AUDITOR'S REPORT

to the Shareholders of MDBiologics Limited

Report on the audit of the financial statements

Opinion

We have audited the financial statements of MDBiologics Limited ('the company') for the financial period ended 31 December 2025 which comprise the Income Statement, the Statement of Financial Position, the Statement of Changes in Equity and the related notes to the financial statements, including significant accounting policies set out in note . The financial reporting framework that has been applied in their preparation is applicable Law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” Section 1A (Small Entities).

In our opinion the financial statements:

-give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the financial period 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 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 the Provisions Available for Audits of Small Entities, in the circumstances set out in Note 5 to the financial statements, 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 company's ability to continue as a going concern for a period of at least twelve months from the date 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.

Opinion on other matters prescribed by the Companies Act 2006

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

the information given in the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept; or

the 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; or

the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the Directors' Report.

Responsibilities of directors for the financial statements

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 they 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 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 company or to cease operations, or has 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

A further description of our responsibilities for the audit of the financial statements is contained in the appendix to this report, located at page , which is to be read as an integral part of our report.

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.

Brian Heerey (Senior Statutory Auditor)

for and on behalf of

VISIO ADVISORY LIMITED

Chartered Accountants and Statutory Audit Firm

182 Howth Road

Sutton Cross

Dublin 13

22 May 2026

MDBiologics Limited

APPENDIX TO THE INDEPENDENT AUDITOR'S REPORT

Further information regarding the scope of our responsibilities as auditor

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

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. 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.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditor's Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditor's Report. However, future events or conditions may cause the company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

MDBiologics Limited

INCOME STATEMENT

for the financial period ended 31 December 2025

Dec 25

Mar 25

Notes

Turnover	100,164	-
	─────────	─────────
Gross profit	100,164	-

Administrative expenses	(97,658)	(600)
	─────────	─────────
Profit/(loss) on ordinary activities before taxation	2,506	(600)

Tax on profit/(loss) on ordinary activities	(477)	-
	─────────	─────────
Profit/(loss) for the financial period	2,029	(600)
	═════════	═════════

MDBiologics Limited

Company Registration Number: 15579040

STATEMENT OF FINANCIAL POSITION

as at 31 December 2025

Dec 25

Mar 25

Notes

Current Assets

Debtors

73,659

100

Cash and cash equivalents

13,936

─────────

87,595

100

─────────

Creditors: amounts falling due within one year

(86,066)

(600)

─────────

Net Current Assets/(Liabilities)

1,529

(500)

─────────

Total Assets less Current Liabilities

1,529

(500)

═════════

Capital and Reserves

Called up share capital

100

100

Retained earnings

1,429

(600)

─────────

Equity attributable to owners of the company

1,529

(500)

═════════

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with the provisions of FRS 102 Section 1A (Small Entities).

Approved by the Board and authorised for issue on 22 May 2026 and signed on its behalf by



Paul Clark			Fabio Kellett
Director			Director

MDBiologics Limited

STATEMENT OF CHANGES IN EQUITY

as at 31 December 2025

Called up

Retained

Total

share

earnings

capital

At 20 March 2024

─────────

Loss for the financial period

(600)

─────────

Net proceeds of equity

Ordinary share issue	100	-	100
	─────────	─────────	─────────
At 31 March 2025	100	(600)	(500)
	─────────	─────────	─────────
Profit for the financial period	-	2,029	2,029
	─────────	─────────	─────────
At 31 December 2025	100	1,429	1,529
	═════════	═════════	═════════

MDBiologics Limited

NOTES TO THE FINANCIAL STATEMENTS

for the financial period ended 31 December 2025

General Information

MDBiologics Limited is a company limited by shares incorporated and registered in the United Kingdom. The registered number of the company is 15579040. The registered office of the company is 71-75 Shelton Street, Covent Garden London. The financial statements have been presented in Pound (£) which is also the functional currency of the company.

Summary of Significant Accounting Policies

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the company's financial statements.

Statement of compliance

The financial statements of the company for the financial period ended 31 December 2025 have been prepared in accordance with the provisions of FRS 102 Section 1A (Small Entities) and the Companies Act 2006.

Basis of preparation

The financial statements have been prepared on the going concern basis and in accordance with the historical cost convention except for certain properties and financial instruments that are measured at revalued amounts or fair values, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

Turnover

The company’s turnover for the financial year consists entirely of intercompany recharges invoiced to its parent undertaking, MDBiologics Ireland, in respect of services provided during the year.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. In the Statement of Financial Position bank overdrafts are shown within Creditors.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Employee benefits

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

Taxation and deferred taxation

Current tax represents the amount expected to be paid or recovered in respect of taxable profits for the financial period and is calculated using the tax rates and laws that have been enacted or substantially enacted at the Statement of Financial Position date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more tax in the future, or a right to pay less tax in the future. Timing differences are temporary differences between the company's taxable profits and its results as stated in the financial statements.

Deferred tax is measured on an undiscounted basis at the tax rates that are anticipated to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the Statement of Financial Position date.

Foreign currencies

Monetary assets and liabilities denominated in foreign currencies are translated at the rates of exchange ruling at the Statement of Financial Position date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated at the rates of exchange ruling at the date of the transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. The resulting exchange differences are dealt with in the Income Statement.

Ordinary share capital

The ordinary share capital of the company is presented as equity.

Period of financial statements

The financial statements are for the 9 month period ended 31 December 2025.

The comparative figures relate to the 10 month period ended 31 March 2025.

Going concern

The Directors have reviewed the business model with forward-looking projections which indicate the company has adequate resources to meet liabilities as they fall due for the foreseeable future and as such believe the preparing of financial statements on a going concern basis is appropriate.

Provisions Available for Audits of Small Entities

In common with many other businesses of our size and nature, we use our auditors to prepare and submit tax returns to His Majesty's Revenue and Customs and to assist with the preparation of the financial statements.


6.	Operating profit/(loss)	Dec 25	Mar 25
		£	£
	Operating profit/(loss) is stated after charging:
		═════════	═════════

Employees

The average monthly number of employees, including directors, during the financial period was 2, (Mar 25 - 0).

Dec 25

Mar 25

Number

Number

Sales

═════════


8.	Debtors	Dec 25	Mar 25
		£	£

	Trade debtors	20,755	-
	Amounts owed by group undertakings	-	100
	Taxation (Note 10)	9,742	-
	Prepayments and accrued income	43,162	-
		─────────	─────────
		73,659	100
		═════════	═════════


9.	Creditors	Dec 25	Mar 25
	Amounts falling due within one year	£	£

	Trade creditors	10,234	-
	Amounts owed to group undertakings	27,566	-
	Taxation (Note 10)	8,446	-
	Other creditors	1,640	-
	Accruals	38,180	600
		─────────	─────────
		86,066	600
		═════════	═════════


10.	Taxation	Dec 25	Mar 25
		£	£

	Debtors:
	VAT	9,742	-
		═════════	═════════
	Creditors:
	Corporation tax	477	-
	PAYE / NI	7,969	-
		─────────	─────────
		8,446	-
		═════════	═════════


11.	Share capital			Dec 25	Mar 25
				£	£
	Description	Number of shares	Value of units

	Allotted, called up and fully paid
	£1 Ordinary Shares	100	£1.00 each	100	100

				═════════	═════════

The directors' interests in the share capital of other group companies are as follows:

Class of

Number Held At

Name

Company

Shares

31/12/25

01/04/25

Holdings in Parent Company

Paul Clark

MDBiologics Limited

Ordinary

═════════

12.

Capital commitments

The company had no material capital commitments at the financial period-ended 31 December 2025.

13.

Related party transactions

The company has availed of the exemption under FRS 102 Section 1A in relation to the disclosure of transactions with group undertakings.

14.

Parent and ultimate parent company

The company regards Mdbiologics Limited as its parent company.

The address of Mdbiologics is 4045 Kingswood Road, Citywest Business Park, Citywest, Co. Dublin.

The companys ultimate parent undertaking is Well Wise Wealth Ltd.

The address of Well Wise Wealth Ltd is 4F., No. 2, Aly. 3, Ln. 136, Kangle St. Neihu Dist., Taipei City 114039 Taiwan (R.O.C.) Taiwan Taiwan.

15.

Events After the End of the Reporting Period

There have been no significant events affecting the company since the financial period-end.

MDBiologics Limited

SUPPLEMENTARY INFORMATION RELATING TO THE FINANCIAL STATEMENTS

TRADING STATEMENT

for the financial period ended 31 December 2025




		Dec 25	Mar 25
	Schedule	£	£

Sales		100,164	-
		─────────	─────────
Gross profit Percentage		100.0%	-%
		─────────	─────────

Overhead expenses	1	(97,658)	(600)
		─────────	─────────
Net profit/(loss)		2,506	(600)
		═════════	═════════

MDBiologics Limited

SUPPLEMENTARY INFORMATION RELATING TO THE FINANCIAL STATEMENTS

SCHEDULE 1 : OVERHEAD EXPENSES

for the financial period ended 31 December 2025

Dec 25

Mar 25

Administration Expenses

Wages and salaries	20,495	-
Social security costs	583	-
Staff defined contribution pension costs	1,640	-
Insurance	1,544	-
Printing, postage and stationery	53	-
Telephone Broadband	50	-
Computer costs	6,965	-
Motor expenses	1,896	-
Travelling and entertainment	1,419	-
Legal and Professional	30,800	-
Consultancy fees	6,836	-
Sub Contractor - Consultancy	9,750	-
Sub Contractor - Art & Design	370	-
Sub Contractor - Regulatory Consultancy	7,606	-
Accountancy Fees	4,571	600
Bank charges	55	-
General expenses	575	-
Auditor's remuneration	2,450	-
	─────────	─────────
	97,658	600
	═════════	═════════