ACCOUNTS - Final Accounts

Registered number: 15915089

ROYSTON INSTRUMENTS LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

ROYSTON INSTRUMENTS LTD

COMPANY INFORMATION

Directors	A M Lovatt
	D Newble (appointed 28 February 2025)
	M P T Gilligan (appointed 28 February 2025)
	L Chapman (appointed 28 February 2025)


Company secretary	L E Aichinger


Registered number	15915089


Registered office	27 Jarman Way
	Royston
	SG8 5HW


Independent auditors	Price Bailey LLP
	Chartered Accountants & Statutory Auditors
	Tennyson House
	Cambridge Business Park
	Cambridge
	CB4 0WZ


Bankers	Barclays Bank Plc
	4 Journey Campus
	Castle Park
	Cambridge
	CB3 0AN


Solicitors	Birketts LLP
	Providence House
	141-145 Princes Street
	Ipswich
	Suffolk
	IP1 1QJ

ROYSTON INSTRUMENTS LTD

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 8
Consolidated Statement of Comprehensive Income	9
Consolidated Balance Sheet	10
Company Balance Sheet	11
Consolidated Statement of Changes in Equity	12
Company Statement of Changes in Equity	13
Consolidated Statement of Cash Flows	14 - 15
Consolidated Analysis of Net Debt	16
Notes to the Financial Statements	17 - 48

ROYSTON INSTRUMENTS LTD

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

Royston Instruments Limited is the Parent company of a group of businesses engaged in the design, manufacture and sale of laboratory, life science, environmental monitoring and data logging instrumentation, together with associated services.

Royston Instruments supports scientists, engineers, and organisations with robust, well-designed tools that improve understanding, drive innovation, and support critical decision-making. We believe that precision, reliability, and thoughtful engineering are essential to progress in science and technology.

Business review

Group structure and acquisitions

In February 2025, Royston Instruments Limited was established and acquired 100% of the share capital of Grant Instruments (Cambridge) Limited, a strategically significant acquisition that formed the core of its operating activities for the year.

Following the acquisition of Grant, the Group further expanded during 2025 through:

∙The acquisition of the remaining share capital in Eltek Limited, bringing that business under full Group control and expanding the Group’s data acquisition business; and

∙The acquisition of a controlling interest in Biosan, a business which Grant previously held a material but not controlling interest. This expanded the Group’s lab instrumentation product portfolio and sales channels.

Royston Instruments now exercises full operational control across Grant, Eltek and Biosan, enabling closer integration of manufacturing, product development, supply chain management and route to market activities. Together, these businesses materially broaden the Group’s technical capability and addressable markets, while enhancing operational resilience.

Trading performance

The financial performance of the Group for the year ended 31 December 2025 was driven primarily by the results of Grant Instruments, which represents the largest trading entity within the Group.

Market conditions across life science and laboratory instrumentation markets have been impacted by geopolitical uncertainty, particularly academic funding in the US. Despite this, the Group increased investment in product development & marketing targeting growing life science application areas, for example cell biology. This investment will provide the platform for growth over the short and medium term. Alongside this targeted investment we remain focused on maintaining operational efficiency and liquidity across the Group.

Turnover and profitability for the year largely reflect the contribution from Grant, alongside the initial consolidation of Eltek following the move to full control. Biosan did not contribute to the trading results as the acquisition of a controlling interest was completed at the very end of 2025. Cash management remained a key priority, and the Group ended the year with a strengthened liquidity position, providing a stable platform to support continued integration and investment.

Page 1

ROYSTON INSTRUMENTS LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties

The principal risks and uncertainties affecting the Group include:

∙Market demand risk – continued uncertainty in life science and research funding may delay customer investment. The Group mitigates this through diversification across products, sectors and geographies.

∙Integration risk – the successful integration of newly acquired businesses is essential to realise planned synergies. Management is focused on structured integration planning and robust governance.

∙Competitive pressure – the Group operates in competitive markets and continues to invest in product functionality, quality and service levels to maintain differentiation.

∙Supply chain risk – although inflationary pressures eased during the year, supplier availability and logistics remain closely monitored.

∙People and skills – attracting and retaining skilled technical and operational staff remains a priority, supported by focused development and workforce planning.

∙Economic and geopolitical uncertainty – mitigated through geographic diversification and, where possible, natural currency hedging.

Financial key performance indicators

The Group considers its key performance indicators to be revenue (2025 - £8,110k), gross margin (2025 - £2,961k / 36.5%) and adjusted EBITDA (2025 – loss of £370k).

The directors consider adjusted EBITDA to be an important measure of performance. Adjusted items are those where the nature and scale of the items are outside of the ordinary operating activities, which otherwise would impact underlying trading performance.

This report was approved by the board on 14 May 2026 and signed on its behalf.

D Newble

Director

Page 2

ROYSTON INSTRUMENTS LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group 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 for the Group's financial statements and then apply them consistently;

∙make judgments 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 Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £2,107k (2024 - £NIL).

The directors did not recommend the payment of a dividend in the year (2024: £NIL)

Directors

The directors who served during the year were:

A M Lovatt

D Newble (appointed 28 February 2025)

M P T Gilligan (appointed 28 February 2025)

L Chapman (appointed 28 February 2025)

Future developments

The Group continues to invest in research and development to expand and enhance its product portfolio. Significant progress has been made in developing new products across the Group, with multiple launches planned during 2026.

With integrated control across Grant, Eltek and Biosan, the Group is well positioned to scale more effectively, accelerate innovation and deepen its presence across life science, environmental monitoring and data logging markets.

The directors believe that the Group’s broadened capabilities, strengthened market position and improved operational scale provide a strong foundation for sustainable growth in future years.

Page 3

ROYSTON INSTRUMENTS LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Qualifying third-party indemnity provisions

During the year and up to the date of this report, directors' indemnity insurance was in place under a group policy. This covers directors in the group.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

Subsequent to the year end, the Group has arranged the drawdown of a £500k loan facility with BroadOak. The drawdown of this facility will result in the issue of additional shares to BroadOak, in accordance with the terms of the financing arrangement.

In addition, the deferred consideration balances included within creditors (both due within and after one year) at the balance sheet date were fully settled in March 2026.

Auditors

Under section 487(2) of the Companies Act 2006, Price Bailey LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on 14 May 2026 and signed on its behalf.

D Newble

Director

Page 4

ROYSTON INSTRUMENTS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROYSTON INSTRUMENTS LTD

Opinion

We have audited the financial statements of Royston Instruments Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of 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 of 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.

Other matters

The financial statements for the period ended 31 December 2024 were unaudited.

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 or the 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.

Page 5

ROYSTON INSTRUMENTS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROYSTON INSTRUMENTS LTD (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.

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

∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the Parent Company financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Page 6

ROYSTON INSTRUMENTS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROYSTON INSTRUMENTS LTD (CONTINUED)

Auditors' 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 Auditors' 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 Group 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:

The objectives of our audit in respect of fraud are, to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the group and company.

Our approach was as follows:

• We considered the nature of the commercial activities undertaken and the business performance for the year and held discussions with management.

• We obtained an understanding of the legal and regulatory requirements applicable to the group and company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, UK taxation legislation and Health and Safety.

• We obtained an understanding of how the group and company complies with these requirements by discussions with management and those charged with governance.

• We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

• We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

• We discussed during the audit engagement team briefing regarding how and where fraud might arise in the financial statements and any potential indication of fraud. We remained alert to any indication of fraud or non-compliance with laws and regulations throughout the audit.

Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

Page 7

ROYSTON INSTRUMENTS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROYSTON INSTRUMENTS LTD (CONTINUED)

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 Auditors' 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.

Shaun Jordan ACA (Senior Statutory Auditor)

for and on behalf of

Price Bailey LLP

Chartered Accountants

Statutory Auditors

Tennyson House

Cambridge Business Park

Cambridge

CB4 0WZ

14 May 2026

Page 8

ROYSTON INSTRUMENTS LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025 £000	2024 £000
Note


Turnover	4	8,110	-
Cost of sales		(5,149)	-
Gross profit		2,961	-
Administrative expenses		(3,805)	-
Exceptional items	12	(26)	-
Negative goodwill written back		2,834	-
Gain on step acquisition		321	-
Operating profit	5	2,285	-
Profit from associate undertakings		18	-
Interest receivable and similar income	9	64	-
Interest payable and similar expenses	10	(239)	-
Profit before taxation		2,128	-
Tax on profit	11	(21)	-
Profit for the financial year		2,107	-


Actuarial gains on defined benefit pension scheme	12	-
Other comprehensive income for the year	12	-
Total comprehensive income for the year	2,119	-

Profit for the year attributable to:
Owners of the Parent Company		2,107	-

Total comprehensive income for the year attributable to:
Owners of the Parent Company		2,119	-

The notes on pages 17 to 48 form part of these financial statements.

Page 9

ROYSTON INSTRUMENTS LTD

REGISTERED NUMBER: 15915089

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025 £000		2024 £000
Note

Fixed assets
Intangible assets	13		426		-
Negative goodwill	13		(3,022)		-
Tangible assets	14		2,258		-
Investments	15		25		-
			(313)		-
Current assets
Stocks	16	5,210		-
Debtors: amounts falling due within one year	17	2,390		-
Cash at bank and in hand	18	6,351		4
		13,951		4
Creditors: amounts falling due within one year	19	(3,082)		-
Net current assets			10,869		4
Total assets less current liabilities			10,556		4
Creditors: amounts falling due after more than one year	20		(1,651)		-
Provisions for liabilities
Other provisions	22		(578)		-
Net assets			8,327		4

Capital and reserves
Called up share capital	23	4,438	4
Share premium account	24	250	-
Profit and loss account	24	2,119	-
Equity attributable to owners of the Parent Company		6,807	4
Non-controlling interests		1,520	-
		8,327	4

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 14 May 2026.

D Newble

Director

The notes on pages 17 to 48 form part of these financial statements.

Page 10

ROYSTON INSTRUMENTS LTD

REGISTERED NUMBER: 15915089

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025 £000		2024 £000
Note

Fixed assets
Investments	15		5,796		-
			5,796		-
Current assets
Debtors: amounts falling due within one year	17	74		-
Cash at bank and in hand	18	930		4
		1,004		4
Creditors: amounts falling due within one year	19	(869)		-
Net current assets			135		4
Total assets less current liabilities			5,931		4

Creditors: amounts falling due after more than one year	20		(1,651)		-

Net assets			4,280		4

Capital and reserves
Called up share capital	23	4,438	4
Share premium account	24	250	-
Profit and loss account		(408)	-
		4,280	4

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 14 May 2026.

D Newble

Director

The notes on pages 17 to 48 form part of these financial statements.

Page 11


		ROYSTON INSTRUMENTS LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital £000	Share premium account £000	Profit and loss account £000	Equity attributable to owners of Parent Company £000	Non-controlling interests £000	Total equity £000
At 1 January 2024	4	-	-	4	-	4

At 1 January 2025	4	-	-	4	-	4
Comprehensive income for the year
Profit for the year	-	-	2,107	2,107	-	2,107
Actuarial gains on pension scheme	-	-	12	12	-	12
Total comprehensive income for the year	-	-	2,119	2,119	-	2,119
Contributions by and distributions to owners
Shares issued during the year	4,434	250	-	4,684	-	4,684
NCI arising on business combination	-	-	-	-	1,520	1,520
At 31 December 2025	4,438	250	2,119	6,807	1,520	8,327

The notes on pages 17 to 48 form part of these financial statements.

Page 12


		ROYSTON INSTRUMENTS LTD

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital £000	Share premium account £000	Profit and loss account £000	Total equity £000
At 1 January 2024	4	-	-	4

At 1 January 2025	4	-	-	4
Comprehensive income for the year
Loss for the year	-	-	(408)	(408)
Contributions by and distributions to owners
Shares issued during the year	4,434	250	-	4,684
At 31 December 2025	4,438	250	(408)	4,280

The notes on pages 17 to 48 form part of these financial statements.

Page 13

ROYSTON INSTRUMENTS LTD

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

2025
£000

2024
£000

Cash flows from operating activities
Profit before tax	2,128	-
Adjustments for:
Share of profit from associate	(18)	-
Amortisation of intangible assets other than goodwill	158	-
Depreciation of tangible assets	315	-
Write back of negative goodwill	(2,834)	-
Loss on disposal of tangible assets	48	-
Interest paid	71	-
Interest received	(64)	-
Decrease in stocks	145	-
Decrease in debtors	290	-
(Decrease) in creditors	(120)	-
(Decrease) in provisions	(100)	-
Gain on step acquisition	(321)	-
Net cash generated from operating activities	(302)	-

Cash flows from investing activities
Purchase of intangible fixed assets	(27)	-
Purchase of tangible fixed assets	(53)	-
Interest received	64	-
Acquisition of subsidiaries, net of cash acquired	2,372	-
Dividends received	264	-
Net cash from investing activities	2,620	-
Cash flows from financing activities
Issue of ordinary shares	3,341	4
New secured loans	759	-
Interest paid	(71)	-
Net cash used in financing activities	4,029	4
Net increase in cash and cash equivalents	6,347	4

Page 14

ROYSTON INSTRUMENTS LTD

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

		2025	2024


Cash and cash equivalents at beginning of year	4	-
Cash and cash equivalents at the end of year	6,351	4

Cash and cash equivalents at the end of year comprise:
Bank and cash balances	6,351	4

The notes on pages 17 to 48 form part of these financial statements.

Page 15

ROYSTON INSTRUMENTS LTD

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2025


At 1 January 2025 £000	Cash flows £000	Acquisition of subsidiaries £000	At 31 December 2025 £000

Cash at bank and in hand	4	982	5,365	6,351
Debt due after 1 year	-	(750)	-	(750)
Debt due within 1 year	-	(11)	-	(11)
	4	221	5,365	5,590

The notes on pages 17 to 48 form part of these financial statements.

Page 16

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Royston Instruments Limited is a private company limited by shares incorporated in England and Wales. The registered office is located at 27 Jarman Way, Royston, England, SG8 5HW.

The principal activities of the group are given in the strategic report.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The company's loss for the year was £408k (2024 - £NIL).

The following principal accounting policies have been applied:

2.2

Reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing its individual financial statements, as permitted by FRS 102:

the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation, paragraph 3.17(d);
the requirements of Section 11 Basic Financial Instruments, paragraphs 11.39 to 11.48A;
the requirements of Section 12 Other Financial Instruments Issues, paragraphs 12.26 to 12.29; and
the requirements of Section 33 Related Party Disclosures, paragraph 33.7.

The information required by these sections is included in the consolidated financial statements of the group.

The Company has also taken advantage of the exemption contained within section 408 of the Companies Act 2006 not to present its own profit and loss account.

2.3

First time adoption of FRS 102

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 (“FRS 102”). This is the Company’s first set of financial statements prepared under FRS 102, having previously prepared its financial statements in accordance with FRS 105 The Financial Reporting Standard applicable to the Micro-entities Regime. This transition was made on 23 August 2024.

On transition to FRS 102, the directors have reviewed the Company’s accounting policies and concluded that no adjustments were required to the amounts previously recognised in the financial statements. Accordingly, the transition to FRS 102 has had no impact on the Company’s financial position or results.

Page 17

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.5

Going concern

The group reports a total comprehensive income for the year of £2,119k (2024 - £Nil) and net assets of £8,327k (2024 - £4k). The overall balance sheet position has improved through the acquisition of subsidiary companies during the year.

The principal risks and uncertainties facing the business are outlined in the strategic report. The group continues to be impacted by the instability in the global markets, although expect to see some improvement into 2026. Costs are being carefully monitored, but with targeted spend on sales, marketing and product development to drive growth. The directors have prepared budgets and cash flow forecasts which include prudent sales forecasts and scheduled payments for the defined benefit pension scheme. They are confident that the group will have sufficient cash to continue as a going concern for at least 12 months from the date of approval of these financial statements.

There is always an uncertainty when preparing business forecasts, and the directors recognise that the current economic conditions potentially increase the level of uncertainty when preparing cash flow and trading forecasts. However, given the current trading results of the business and the previous success of the business in adapting to revised working practices, the directors do not believe that uncertainty to be material or cast significant doubt over the group’s ability to continue to trade or meet its liabilities as they fall due. Accordingly, the directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements.

2.6

Investments in subsidiaries, associates and joint ventures

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting power of an entity but controls the entity by virtue of agreements with other investors which give it control of the financial and operating policies of the entity, the entity is accounted for as a subsidiary.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the group has a long term interest and over which the group exercises significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the associate. The results of associates are accounted for using the equity method of accounting. Dividends received and receivable from participating interests are credited against the carrying value of the investment.

In the consolidated financial statements, interests in associated undertakings where significant influence is not exercised are held at cost less accumulated impairment losses.

All other investments are held at cost less accumulated impairment losses.

Page 18

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.7

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

In the normal course of business, this is upon shipment of goods to the customer.

2.8

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

				Development expenditure	-	3	years from the date of project completion
				Website costs	-	5	years

Negative goodwill arising on acquisitions is recognised in profit or loss in the periods in which the non-monetary assets acquired are recovered and the benefits are realised, in accordance with Section 19 of FRS 102.

2.9

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 19

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.9

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property	-	Not depreciated
Leasehold property	-	over life of the lease - 10 years
Plant and machinery	-	2 to 5 years
Motor vehicles	-	3 to 6 years
Fixtures and fittings	-	2 to 10 years
Computer equipment	-	2 to 5 years
Other fixed assets	-	2 to 5 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.10

Research and development

Research costs are charged to the statement of comprehensive income when incurred. Development costs are capitalised as an intangible asset where the Group can demonstrate:

- the technical feasibility of completing the asset so that it is available for use;
- its intention to complete the asset and use or sell it;
- its ability to use or sell the asset;
- that the developed asset will generate probable future economic benefits;
- the availability of adequate technical, financial and other resources to complete the development and to use or sell the asset; and
- its ability to measure reliably the expenditure attributable to the asset.

Such capitalised costs are amortised over the period the Group expects to benefit from the asset (generally three years). Any development costs not meeting these criteria and all research costs are expensed as incurred.

2.11

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.12

Debtors

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

Page 20

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.13

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.14

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic 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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently

Page 21

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.14

Financial instruments (continued)

measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.16

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 22

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.17

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.18

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.19

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Defined benefit pension plan

The Group operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including but not limited to age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan.

The liability recognised in the Balance Sheet in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the balance sheet date less the fair value of plan assets at the balance sheet date (if any) out of which the obligations are to be settled.

The defined benefit obligation is calculated using the projected unit credit method. Annually the company engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating to the estimated period of the future payments ('discount rate').

The fair value of plan assets is measured in accordance with the FRS102 fair value hierarchy and in accordance with the Group's policy for similarly held assets. This includes the use of appropriate valuation techniques.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as 'Remeasurement of net defined benefit liability'.

The cost of the defined benefit plan, recognised in profit or loss as employee costs, except where included in the cost of an asset, comprises:

a) the increase in net pension benefit liability arising from employee service during the period; and

Page 23

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.19

Pensions (continued)

b) the cost of plan introductions, benefit changes, curtailments and settlements.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in profit or loss as a 'finance expense'.

2.20

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the Balance Sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the Balance Sheet date.

2.21

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.22

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.23

Government grants

Grants are accounted for using the performance model as permitted by FRS 102. Any grants received that impose specified future performance-related conditions are recognised in income only when the performance related conditions are met.

Page 24

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.24

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.25

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

2.26

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.27

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

Page 25

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in conformity with FRS 102 requires the directors to make significant judgements and estimates.

Critical judgements in applying the group's accounting policies:

Assessing whether the group controls SIA Biosan required judgement. Prior to the acquisition of an additional 29% of the share capital by Royston Instruments Limited, the group held 50% of the voting rights via Grant Instruments (Cambridge) Limited and exercised significant influence over SIA Biosan. Following the acquisition of the additional 29% interest, the group obtained control of SIA Biosan. Accordingly, SIA Biosan has been treated as a subsidiary from the date control was obtained.

Key accounting estimates and assumptions:

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year include:

- The recognition of negative goodwill arising on the acquisition of subsidiaries requires significant judgement and estimation by management. In determining the amount of negative goodwill, the Group estimates the fair values of identifiable assets acquired and liabilities assumed at the acquisition date, including assessments of fixed assets, stock, provisions and contingent liabilities. Management also exercises judgement in confirming that all identifiable assets and liabilities have been appropriately recognised and measured. Any excess of the fair value of the net assets acquired over the consideration transferred is recognised proportionately across non-monetary assets acquired.

- The group has an obligation to pay pension benefits to certain employees as well as ex-employees. The cost of these benefits and the present value of the obligation depend on a number of factors including life expectancy, salary increases, asset valuations and the discount rate on corporate bonds. Management estimates these factors in determining the pension obligation in the statement of financial position. The assumptions represent historical experience and current trends. For details on the assumptions adopted, see note 26.

- Estimation of provision for warranty claims in respect of products sold which are still under warranty at the end of the reporting period. Management estimates the related provision for future warranty claims based on historical warranty claim information as well as recent trends that might suggest that past cost information might differ from future claims.

- Provision for slow moving and obsolete stock lines. Factors that could impact the estimate of the provision include future demand of the stock lines and changes in regulations that could impact the materials used in production of the stock items.

- The Group exercises judgement in determining the fair value of its previously held equity interest at the date control is obtained in a step acquisition. The fair value is used to remeasure the previously held interest in accordance with FRS 102 and directly affects the calculation of the resulting gain on step acquisition recognised in profit or loss.

Page 26

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Turnover

The whole of the turnover is attributable to the principal activity of the business.

Analysis of turnover by country of destination:

2025
£000

2024
£000

United Kingdom	3,334	-
Rest of Europe	3,067	-
Rest of the world	1,709	-
	8,110	-

5.	Operating profit
	The operating profit is stated after charging:
		2025 £000	2024 £000

Amortisation on intangibles other than goodwill	159	-
Release of negative goodwill	(2,834)	-
Exchange differences	(3)	-
Depreciation	315	-
Operating lease rentals	253	-

6.	Auditors' remuneration
	During the year, the Group obtained the following services from the Company's auditors:
		2025 £000	2024 £000

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements

Page 27

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group	Company	Company
		2025 £000	2024 £000	2025 £000	2024 £000


Wages and salaries	2,427	-	102	-
Social security costs	233	-	12	-
Cost of defined contribution scheme	328	-	-	-
	2,988	-	114	-

Key management personnel compensation amounted to £318k (2024 - £NIL).

The average monthly number of employees, including the directors, during the year was as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Admin	22	1	4	1
Sales	8	-	-	-
Production	20	-	-	-

	50	1	4	1

8.	Directors' remuneration
					2025 £000	2024 £000

	Directors' emoluments	102	-

During the year retirement benefits were accruing to no directors (2024 - NIL) in respect of defined contribution pension schemes.

9.	Interest receivable
					2025 £000	2024 £000

Other interest receivable

Page 28

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10.	Interest payable and similar expenses
					2025 £000	2024 £000

Bank interest payable	83	-
Other interest payable	156	-
	239	-

11.	Taxation

		2025 £000	2024 £000

Corporation tax
Current tax on profits for the year	20	-

Total current tax	20	-

Deferred tax
Origination and reversal of timing differences	1	-
Total deferred tax	1	-


	Tax on profit	21	-

Page 29

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.Taxation (continued)

Factors affecting tax charge for the year
The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
	2025 £000	2024 £000

Profit on ordinary activities before tax

2,128

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	532	-
Effects of:
Non-tax deductible amortisation of goodwill and impairment	40	-
Expenses not deductible for tax purposes	30	-
Capital allowances for year in excess of depreciation	74	-
Release of negative goodwill	(709)	-
Adjustment in R&D tax credit	(25)	-
Temporary tax differences on provisions	(81)	-
Exempt ABGH distributions	(67)	-
Losses not recognised as a deferred tax asset	264	-
Non-taxable income	(37)	-
Total tax charge for the year	21	-

Factors that may affect future tax charges

A subsidiary within the group has an un-provided deferred tax asset at the year-end of £1,156k. The deferred tax assets will be realised when sufficient taxable profits have been generated to offset against the losses and allow the timing difference to reverse. The deferred tax asset has not been recognised due to the level of certainty as to when these events will occur.

12.	Exceptional items
					2025	2024


Restructuring costs	39	-
Profit on sale of investment	(13)	-
	26	-

Page 30

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Intangible assets
	Group and Company

	Development expenditure £000	Computer software £000	Negative goodwill £000	Total £000
Cost
Additions	123	22	(5,856)	(5,711)
On acquisition of subsidiaries	344	96	-	440
At 31 December 2025	467	118	(5,856)	(5,271)
Amortisation
Charge for the year on owned assets	137	22	(2,834)	(2,675)
At 31 December 2025	137	22	(2,834)	(2,675)
Net book value
At 31 December 2025	330	96	(3,022)	(2,596)
At 31 December 2024	-	-	-	-

Page 31


		ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

	14.	Tangible fixed assets
		Group

	Freehold property £000	Long-term leasehold property £000	Plant and machinery £000	Motor vehicles £000	Fixtures and fittings £000	Computer equipment £000	Total £000
Cost or valuation
Additions	-	-	-	-	-	5	5
Acquisition of subsidiary	22	2,161	170	32	221	10	2,616
Disposals	-	-	(32)	(16)	-	-	(48)
At 31 December 2025	22	2,161	138	16	221	15	2,573
Depreciation
Charge for the year on owned assets	-	221	32	5	52	5	315
At 31 December 2025	-	221	32	5	52	5	315
Net book value
At 31 December 2025	22	1,940	106	11	169	10	2,258
At 31 December 2024	-	-	-	-	-	-	-

Page 32

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.Tangible fixed assets (continued)

	The net book value of land and buildings may be further analysed as follows:
					2025 £000	2024 £000

Freehold	22	-
Long leasehold	1,940	-
	1,962	-

15.	Fixed asset investments
	Group

		Trade investments £000

	Additions	25
	At 31 December 2025	25

	Company

		Investments in subsidiary companies £000
	Cost or valuation
	Additions	5,796
	At 31 December 2025	5,796

Page 33

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

Grant Instruments (Cambridge) Limited	Evolution House Unit 2, Durham Way, Royston Gateway, Royston, Hertfordshire, SG8 5GX.	Sale of equipment	Ordinary	100%
Grant USA Inc *	2750 Constitution Blvd, Beaver Falls, PA 15010, United States	Sale of equipment	Ordinary	100%
Grant Instruments India Private Limited *	SG-6, Plot No.9 (D) Aditya Mega Mall Central Business District (East), Karkarooma, Delhi, India	Sale of equipment	Ordinary	100%
Grant DAQ Solutions Limited *	Evolution House Unit 2, Durham Way, Royston Gateway, Royston, Hertfordshire, SG8 5GX.	Dormant	Ordinary	100%
Grant Instruments Europe B.V. *	Strawinskylaan 411, WTC Tower A, 4th Floor, 1077 XX Amsterdam, Netherlands	Sale of equipment	Ordinary	100%
Eltek Limited *	Evolution House Unit 2, Durham Way, Royston Gateway, Royston, Hertfordshire, SG8 5GX.	Sale of equipment	Ordinary	100%
SIA Biosan **	Ratsupites iela 7 k-2, Riga, LV-1067	Manufacture of laboratory equipment	Ordinary	79%

*Denotes entities that are 100% indirectly owned through Grant Instruments (Cambridge) Limited.
** Denotes entities in which the Group has a 79% effective interest, comprising a 50% indirect interest held through Grant Instruments (Cambridge) Limited and a 29% direct interest held by Royston Instruments Limited.

Page 34

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.	Stocks
		Group	Group
		2025 £000	2024 £000

Stocks	2,965	-
Work in progress	214	-
Finished goods and goods for resale	2,031	-
	5,210	-

The difference between purchase price or production cost of stocks and their replacement cost is not material.

17.

Debtors

		Group	Group	Company	Company
		2025 £000	2024 £000	2025 £000	2024 £000


Trade debtors	1,797	-	-	-
Amounts owed by group undertakings	-	-	36	-
Other debtors	249	-	38	-
Prepayments and accrued income	344	-	-	-
	2,390	-	74	-

18.	Cash and cash equivalents
		Group	Group	Company	Company
		2025 £000	2024 £000	2025 £000	2024 £000

	Cash at bank and in hand	6,351	4	930	4

Page 35

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

19.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025 £000	2024 £000	2025 £000	2024 £000

Bank loans	9	-	-	-
Trade creditors	1,026	-	-	-
Corporation tax	48	-	-	-
Other taxation and social security	237	-	4	-
Other creditors	1,033	-	850	-
Accruals and deferred income	729	-	15	-
	3,082	-	869	-

20.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2025 £000	2024 £000	2025 £000	2024 £000

Bank loans	750	-	750	-
Other creditors	901	-	901	-
	1,651	-	1,651	-

21.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2025 £000	2024 £000	2025 £000	2024 £000

Amounts falling due within one year
Bank loans	9	-	-	-
Amounts falling due 1-2 years
Bank loans	750	-	750	-


	759	-	750	-

Interest accrues on the loan at a rate of 11% per annum, with the principal balance repayable in full on maturity in February 2032.

Page 36

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

22.	Provisions
	Group

	Warranty provision £000	Dilapidation provision £000	Total £000

Arising on business combinations	155	423	578
At 31 December 2025	155	423	578

Warranty provision

Warranty provisions are made up of estimated warranty claims in respect of products sold which are still under warranty at the end of the reporting period. These claims are expected to be utilised in the next three financial years.

Dilapidation provision

Dilapidation provisions related to unavoidable dilapidation costs expected to be incurred on property.

Page 37

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

23.	Share capital
					2025 £000	2024 £000

Allotted, called up and fully paid

412,500 (2024 - 412,500) Class A - Ordinary shares of £0.01 each	4	4
4,380,200 (2024 - NIL) Class B - Ordinary shares of £0.01 each	44	-
4,380 (2024 - NIL) Class B - Preference shares of £1,000.00 each	4,380	-
290,000 (2024 - NIL) Class C - Ordinary shares of £0.01 each	3	-
700,000 (2024 - NIL) Class D - Ordinary shares of £0.01 each	7	-

	4,438	4

Share issues

During the year, the company issued additional shares. On 28 February 2025, 4,116,200 Class B ordinary shares of £0.01 each, 4,116 Class B preference shares of £1,000 each, 200,000 Class C ordinary shares of £0.01 each and 700,000 Class D ordinary shares of £0.01 each were allotted. The issue and allotment of 816,200 class B ordinary shares of £0.01 each, 290,000 class C ordinary shares of £0.01 each and 816 class B preference shares of £1,000 each is in consideration for the purchase by the company of 138,505 ordinary shares of £1 each in the capital of Grant Instruments (Cambridge) Limited, in terms of a share sale and purchase agreement among the vendors (as defined therein) and the company dated 28 February 2025.

During the year, the company issued additional shares. On 24 December 2025, 264,000 Class B ordinary shares of £0.01 each and 264 Class B preference shares of £1,000 each were allotted in consideration for the acquisition of shares in SIA Biosan.

Rights attaching to shares

A ordinary shares carry full voting and dividend rights. On a winding up or other return of capital, they rank behind the preference shares. The shares are not redeemable.

B ordinary shares carry full voting and dividend rights. On a winding up or other return of capital, they rank behind the preference shares. The shares are not redeemable.

B preference shares carry no voting rights. Holders are entitled to a fixed cumulative preferential dividend at an annual rate of 12% of the issue price per share. On a winding up or other return of capital, they rank ahead of the ordinary shares. The shares are redeemable.

C ordinary shares carry no voting rights and full dividend rights. On a winding up or other return of capital, they rank behind the preference shares. The shares are not redeemable.

D ordinary shares carry full voting and dividend rights. On a winding up or other return of capital, they rank behind the preference shares. The shares are not redeemable.

Page 38

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

24.

Reserves

Share premium account

Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Foreign exchange reserve

Comprises translation differences arising from the translation of financial statements of the Group's foreign entities into Sterling (£).

Profit and loss account

Includes all current and prior period retained profits and losses.

Page 39

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

25.	Business combinations

On 28 February 2025, Royston Instruments Limited acquired 100% of the issued share capital of Grant Instruments (Cambridge) Limited and its subsidiaries. From this date, Grant Instruments (Cambridge) Limited and its subsidiaries were consolidated into the Group financial statements.

On 30 September 2025, the Group acquired the remaining 50% of the issued share capital of Eltek Limited, thereby obtaining control and making Eltek Limited a subsidiary of the Group with effect from that date. Prior to this acquisition, the Group held a 50% interest in Eltek Limited and accounted for it as an associate.

On 24 December 2025, the Group acquired an additional 29% interest in SIA Biosan. Prior to this transaction, Grant Instruments (Cambridge) Limited held a 50% equity interest in SIA Biosan. Following the acquisition of the additional interest, the Group obtained control of SIA Biosan and, from that date, SIA Biosan has been consolidated into the Group financial statements.

The acquisition has been accounted for as a business combination in accordance with Section 19 ‘Business Combinations and Goodwill’ of FRS 102. The identifiable assets acquired and liabilities assumed were recognised at their fair values at the acquisition date. Any previously held equity interest in Eltek Limited was remeasured at fair value at the acquisition date, with any resulting gain or loss recognised in profit or loss.

Goodwill arising on the acquisition represents the excess of the consideration transferred plus the fair value of any previously held equity interest over the fair value of the identifiable net assets acquired. Where the fair value of the identifiable net assets exceeded the consideration transferred, negative goodwill arose and has been accounted for in accordance with FRS 102.

Acquisition of Eltek Limited
Recognised amounts of identifiable assets acquired and liabilities assumed (£000)
	Book value	Fair value adjustments	Fair value

Fixed Assets
Tangible	6	-	6
Intangible	215	-	215
	221	-	221
Current Assets
Stocks	191	(19)	172
Debtors	137	(17)	120
Cash at bank and in hand	139	-	139
Total Assets	688	(36)	652
Creditors
Due within one year	(63)	-	(63)
Due after more than one year	(6)	-	(6)
Total Identifiable net assets	619	(36)	583


	Goodwill	(171)
	Total purchase consideration	412

Page 40

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

25.Business combinations (continued)

Consideration


	Cash	120
	Fair value of previously held interest	291
	Directly attributable costs	1
	Total purchase consideration	412

Cash outflow on acquisition


	Purchase consideration settled in cash, as above	120
	Directly attributable costs	1
		121
	Less: Cash and cash equivalents acquired	(139)
	Net cash outflow on acquisition	(18)

Page 41

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

25.Business combinations (continued)

Acquisition of Grant Instruments (Cambridge) Limited Group
Recognised amounts of identifiable assets acquired and liabilities assumed (£000)
	Book value	Fair value adjustments	Fair value

Fixed Assets
Tangible	2,371	-	2,371
Intangible	253	-	253
Investments	3,937	(1,096)	2,841
	6,561	(1,096)	5,465
Current Assets
Stocks	1,429	-	1,429
Debtors	1,579	-	1,579
Cash at bank and in hand	1,898	-	1,898
Total Assets	11,467	(1,096)	10,371
Creditors
Due within one year	(1,295)	-	(1,295)
Provisions for liabilities	(281)	-	(281)
Deferred taxation	(398)	-	(398)
Total Identifiable net assets	9,493	(1,096)	8,397


	Goodwill	(4,155)
	Total purchase consideration	4,242

Consideration


	Cash	1,680
	Equity instruments	826
	Deferred consideration	1,603
	Directly attributable costs	133
	Total purchase consideration	4,242

Page 42

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

25.Business combinations (continued)

Cash outflow on acquisition


	Purchase consideration settled in cash, as above	1,680
	Directly attributable costs	133
		1,813
	Less: Cash and cash equivalents acquired	(1,898)
	Net cash outflow on acquisition	(85)

Page 43

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

25.Business combinations (continued)

Acquisition of SIA Biosan
Recognised amounts of identifiable assets acquired and liabilities assumed (£000)
	Book value	Fair value adjustments	Fair value

Fixed Assets
Tangible	190	-	190
Intangible	90	-	90
Investments	25	-	25
	305	-	305
Current Assets
Stocks	3,938	(185)	3,753
Debtors	985	-	985
Cash at bank and in hand	3,328	-	3,328
Total Assets	8,556	(185)	8,371
Creditors
Due within one year	(1,127)	-	(1,127)
Total Identifiable net assets	7,429	(185)	7,244


	Non-controlling interests	(1,520)
	Goodwill	(1,530)
	Total purchase consideration	4,194

Consideration


	Cash	1,037
	Equity instruments	517
	Fair value of previously held interest	2,640
	Total purchase consideration	4,194

Cash outflow on acquisition


	Purchase consideration settled in cash, as above	1,037
		1,037
	Less: Cash and cash equivalents acquired	(3,328)
	Net cash outflow on acquisition	(2,291)

Page 44

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

26.	Pension commitments

The Group operates a Defined Benefit Pension Scheme.

The Group operates a defined benefit pension scheme. The latest actuarial valuation of the scheme
was carried out by a qualified independent actuary and issued on 27 January 2026 for the purpose of
performing a valuation for FRS 102 accounting purposes.

The assets of the scheme are held separately from those of the group in an independently
administered fund. The pension cost charge represents contributions payable by the company to the fund
and amounted to £333k (2024 - £NIL).

Scheme assets are stated at their market values at the respective dates. No assets included in the fair
value of plan assets are the entity's own financial instruments or are properties occupied or used by the
group.

The Group also operates a defined contribution pension scheme. The assets of this scheme are held
separately from those of the Group in an independently administered fund. The pension cost charge
represents contributions payable by the Group to the fund and amounted to £328k (2024 - £NIL).
Contributions totalling £26k (2024 - £NIL) were payable to the fund at the balance sheet date and are
included in creditors.

	Reconciliation of present value of plan liabilities:
					2025 £000	2024 £000

Reconciliation of present value of plan liabilities
At the beginning of the year	10,956	-
Interest cost	572	-
Actuarial gains/losses	(23)	-
Benefits paid	(732)	-
At the end of the year	10,773	-

	Reconciliation of present value of plan assets:
					2025 £000	2024 £000

At the beginning of the year	10,620	-
Interest income	563	-
Return on plan assets excluding interest income	62	-
Employer contributions	333	-
Benefits paid	(732)	-
Derecognition of surplus	(73)	-
At the end of the year	10,773	-

Page 45

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

26.Pension commitments (continued)

2025
£000

2024
£000

Fair value of plan assets	10,773	-
Present value of plan liabilities	(10,773)	-
Net pension scheme liability	-	-

	The amounts recognised in the statement of comprehensive income:
					2025 £000	2024 £000

Net interest on net defined benefit liability

Actual return on plan assets less interest income on scheme assets	62	-
Actual (losses) / gains	23	-
	85	-

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):
	2025	2024
	%	%

Discount rate	5.45	-
Price Inflation (RPI)	2.80	-
Price Inflation (CPI)	2.30	-
Deferred pension revaluation	2.30	-
Rate of increase in pensions in payment CPI index-linked up to 3% p.a.	1.99	-
Rate of increase in pensions in payment CPI index-linked up to 5% p.a.	2.32	-
Mortality rates - male	100% of S3PMA	-
Mortality rates - female	100% of S3PFA	-
Cash commutation (% of members)	-	-

Page 46

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

27.	Commitments under operating leases
	At 31 December 2025 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2025 £000	2024 £000

Not later than 1 year	322	-
Later than 1 year and not later than 5 years	1,132	-
Later than 5 years	366	-
	1,820	-

28.

Related party transactions

The group takes advantage of the FRS 102 section 33 “Related Party Disclosures” exemption, permitting it not to disclose transactions with group undertakings where 100% of the voting rights are controlled within the group and consolidated group accounts are prepared.

During the year, the Group acquired 100% of the share capital of Grant Instruments (Cambridge) Limited and its subsidiaries on 28 February 2025. At the date of acquisition, Grant Instruments (Cambridge) Limited was owned by two directors and shareholders, both of whom disposed of their entire shareholdings to Royston Instruments Limited as part of the transaction. One shareholder disposed of 167,078 ordinary shares for total consideration comprising £349k cash and £648k deferred consideration. The other shareholder disposed of 138,505 ordinary shares and received consideration in the form of shares in Royston Instruments Limited, with no cash consideration.

During the year, the Group acquired the remaining 50% of the share capital of Eltek Limited, thereby obtaining control and making Eltek Limited a subsidiary of the Group with effect from 30 September 2025. Prior to this date, the Group held a 50% interest in Eltek Limited and accounted for it as an associate.

Up to 30 September 2025, while Eltek Limited was a related party by virtue of the Group’s significant influence, the Group entered into the following transactions: sales of products £NIL (2024 - £NIL) and purchases of products of £4k (2024 - £Nil). At the year end there were no amounts due to or from Eltek Limited (2024 - £Nil).

In respect of SIA Biosan, a company in which the Group held a 50% interest via Grant Instruments (Cambridge) Limited, the following transactions took place: sales of products £129k (2024 - £108k) and purchases of products of £1,863k (2024 - £2,123k). Dividends of £264k (2024 - £106k) were received during the year. At the year end there was a net amount due to SIA Biosan of £240k (2023 - £374k).

During the year, consultancy services amounting to £65k were provided to Royston Instruments Limited by a company with a director in common with a director of the Group.

Additionally, consultancy services totalling £20k were provided during the year to Grant Instruments (Cambridge) Limited, which also has a director in common with a director of the Group.

Page 47

ROYSTON INSTRUMENTS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

29.	Post balance sheet events

30.	Controlling party

In the opinion of the directors, there is no overall controlling party.

Page 48