The directors present their strategic report together with the audited financial statements for the Group for the period ended 31 December 2025.

The company was formed in 2021 as the ultimate parent company to facilitate the management buyout of Meet Life Sciences Group Limited supported by new institutional investment from NorthEdge Capital.

The principal activity of the group is to provide Talent Solutions to the Life Sciences Industry, sourcing Permanent and Contract staff for our customers. A new Executive Search division, branded as ‘Mx’ was launched at the end of 2025.

The group currently employs over 120 staff across hubs in New York, San Francisco, San Diego, Raleigh and London.

Successful developments and achievements in a challenging period include:

• Contractor numbers increasing 18% across the year

• Over 5,500 contractor timesheets processed across the year

• Over 350 Permanent Placements made

• Global Average Permanent Placement fee increasing by 44% from 2024 to 2025

A full breakdown of the 2025 performance can be seen under “Key Performance Indicators” below.

Market conditions are showing some signs of improvement and trading in the Permanent division is expected to be stronger in 2026 in both the EU and US markets. The group does not expect to have further offices in the short-term and the priority is to increase headcount in all locations to ensure the business has capacity to benefit from improved trading conditions.

The group’s key performance indicators are turnover, gross profit/net fee income, operating profit and EBITDA.

The market for hiring by our clients continued to be constrained in 2025 when compared to the peak period post Covid but has shown signs of improvement as the year progressed. Turnover of £69.2m was an increase of 6.6% on prior year, although total gross profit declined by 1.7%. The contract business grew by 18% by way of gross profit on prior year with pleasing progress in particular in the West Coast offices. Permanent gross profit was 21.4% lower than 2024 but showed an improving trend during Q4.

Adjusted EBITDA of £1.7m in 2025 was a reduction to that in 2024, whilst an improvement to operating loss was observed due to cost efficiency measures undertaken over the year and particularly during the second half of the year to reduce back-office costs and some overhead costs, and to re-design the commission scheme for fee earners so it reflected market norms. These changes are contributing to an improved EBITDA margin in 2026.

The group operates within multiple currencies and is, therefore, exposed to foreign exchange risk. However, this exposure is monitored by continually reviewing foreign exchange rates, and any conversions are done at the smallest spread available.

The group has bank accounts in all currencies in which we transact, and all contractors are paid and billed in the same currency to create a natural hedge.

After the transaction in September 2021, the majority of the debt provided by HSBC was redenominated into USD (from GBP) hence creating a further hedge against foreign exchange movements.

The group is also exposed to interest rate risk having a debt facility which is linked to SONIA. In order to mitigate this risk, the group had taken out an Interest Rate Cap with HSBC although this ended in December 2024.

Liquidity

With economic uncertainty continuing to have macro-economic consequences throughout the duration of the reporting period, there was a risk that clients may have held on to cash longer than usual hence leading to a cash-flow squeeze as we continue to pay our contractors in a timely manner. This expected downturn, however, did not materialise. After the transaction in September 2021, the group now holds a £4m RCF facility with HSBC which is not being utilised and remains in a strong cash position as we continue to trade as efficiently as possible.

The directors prepare a long term business plan to guide decision making and against which actual results are regularly reviewed. The group reviews its strategy in detail each year.

The group is committed to providing the support, time and resources to enhance both the personal and professional interests of the group's employees. We offer employees two charity days per year that they can use to support causes and initiatives that resonate with them as individuals or as a team.  In addition, we offer two personal days per year which can be booked at short notice to enable employees to take time to focus on their wellbeing.

The group is committed to creating opportunities for their employees to move their career forward. This is demonstrated by delivering in excess of 3000 hours of training (a blend of both internal and external programs) to our employees that is tailored to their tenure in the business and their personalised development plans aligned with the business needs and their own ambitions.

Meet are committed to creating and building relationships with suppliers and customers where our purpose aligns with having a positive impact on the world of global health. Meet takes pride in developing relationships with those who take an ethical, sustainable, and impactful approach to their operations. All our offices partner with local, rather than global suppliers where possible and are committed to having open, honest and regular communication to ensure there is alignment in approach.

Whilst Meet are naturally passionate about people, our environmental, social and governance efforts go beyond that. Our infrastructure is centred around sustainability. Protecting the environment and maintaining it for our children and future generations motivates us to do what we can both in our operations and being proactive in our relationships with our suppliers and customers. Meet have partnered with Positive Planet to build a Net Zero strategy and have been awarded Carbon Neutral status.

The directors actively support local communities where Meet are based, by encouraging its staff to take time to support causes close to them.

The desirability of the group maintaining a reputation for high standards of business conduct Our values at Meet drive our business conduct. We have a wide range of policies, training and resources that ensure we have the highest standards when it comes to how we deal with our customers, suppliers, and each other. We employ a dedicated team to manage and evolve our approach to maintaining these standards including gaining advice from subject matter experts in the areas of employment, cyber and data law.

On behalf of the board

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

The principal activity of the Company is a holding Company, and the principal activity of the Group is to be a specialist recruitment consultant providing both interim (contract) and permanent staff within the life sciences industry.

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

No ordinary dividends were paid (2024: £nil). The directors do not recommend payment of a further dividend (2024: £nil).

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

Saffery LLP have expressed their willingness to remain in office.

Under the Companies Act 2006, regulation 2(2)(b)(iii), the group is exempt from reporting its carbon emissions due to the fact that neither the parent company nor any of its subsidiaries meet the reporting requirements at an individual level.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom, and have elected to prepare the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 101 Reduced Disclosure Framework).

Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company, and of the profit or loss of the group for that period.

In preparing the group financial statements, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

• make an assessment of the group's and parent company's ability to continue as a going concern.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of its principal risks, financial risk management, future developments and fair review of its business.

Each director in office at the date of approval of this annual report confirms that:

• so far as the directors are aware, there is no relevant audit information of which the company's auditor is unaware, and

• the directors have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

We have audited the financial statements of Project Panda Topco Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2025 which comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated and company statement of financial position, the consolidated and company statement of changes in equity, the consolidated statement of cash flows and the consolidated and company notes to the financial statements, including significant accounting policies.

The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and UK adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (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 loss for the year then ended;

• the group financial statements have been properly prepared in accordance with UK adopted international accounting standards and the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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

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

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

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

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

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

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the group and parent company 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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.

Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation, as well as the equivalent in the United States and Germany. Off-payroll working regulations are also relevant across all jurisdictions.

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The financial statements have been prepared on the basis that all operations are continuing operations. The notes on pages 16 to 51 form an integral part of the consolidated financial statements.

The financial statements have been prepared on the basis that all operations are continuing operations. The notes on pages 16 to 51 form an integral part of the consolidated financial statements.

The financial statements have been prepared on the basis that all operations are continuing operations. The notes on pages 16 to 51 form an integral part of the consolidated financial statements.

The financial statements have been prepared on the basis that all operations are continuing operations. The notes on pages 16 to 51 form an integral part of the consolidated financial statements.

The financial statements have been prepared on the basis that all operations are continuing operations. The notes on pages 16 to 51 form an integral part of the consolidated financial statements.

Project Panda Topco Limited (“the company”) is a private limited company incorporated in England and Wales. The registered office is Irongate House, 30 Dukes Place, London, EC3A 7LP. The group consists of Project Panda Topco Limited and all of its subsidiaries.

The principal activity of the Company is a holding Company, and the principal activity of the Group is a specialist recruitment consultant providing both interim (contract) and permanent staff within the life sciences industry.

The principal accounting policies adopted are set out below.

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention except where IFRS requires fair value measurement. The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been applied consistently, unless otherwise stated.

As permitted by FRS 101, the Company (being Project Panda Topco Limited as a standalone Company) has taken advantage of the following disclosure exemptions:

• presentation of a Statement of Cash Flows and related notes;

• disclosure of the objectives, policies and processes for managing capital;

• disclosure of key management personnel compensation;

• the effect of financial instruments on the Statement of Comprehensive Income;

• disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;

• related party disclosures for transactions with the parent or wholly owned members of the Group;

• financial instrument disclosures, including carrying amounts and fair values of financial instruments by category and information about the nature and extent of risks arising on financial instruments; income, expenses, gains and losses on financial instruments; information about financial instruments that have been reclassified, derecognised, transferred or offset; details of credit losses, collateral, loan defaults or breaches and effects of initial application of IFRS 9.

The consideration transferred for the acquisition of a subsidiary comprises the:

• fair values of the assets transferred;

• liabilities incurred to the former owners of the acquired business;

• equity interests issued by the Group;

• fair value of any asset or liability resulting from a contingent consideration arrangement;

• and fair value of any pre-existing equity interest in the subsidiary.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.

The excess of the:

• consideration transferred;

• amount of any non-controlling interest in the acquired entity; and

• acquisition-date fair value of any previous equity interest in the acquired entity over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognised directly in profit or loss as a bargain purchase. Acquisition-related costs are expensed as incurred.

Subsidiaries are all entities over which the group has control. The group controls an entity where the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the group. Profit or loss and other comprehensive income of the subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of subsidiaries have been aligned where necessary to ensure consistency with the policies adopted by the group.

The directors have at the time of approving the financial statements, a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future.true

The directors have forecast profit and loss, financial position and cash flows for at least 12 months from the date of financial statement approval. The directors have considered assumptions about the level of future sales, margins and the level of cash recovery from trading. In the opinion of the directors, there are no key assumptions in deriving these forecasts in which a reasonably possible change could result in a material uncertainty over going concern.

Adjusted EBITDA for the year to 31 December 2025 was £1.7m and there was a loss before tax of £4.9m and cash at bank was £4.4m. The loss was largely driven by accrued loan note interest and preference share dividend of £3.96m. However, the directors are not concerned by the use of the going concern method of preparation given prevailing EBITDA metrics continue to reflect the company's adequate operating performance during the year and after the reporting date. Trading since 1 January 2026 has shown a material improvement and our adjusted EBITDA for H2 is forecast to be close to full year 2025 comparative.

On 30 April 2025, an amendment and restatement deed was issued to re-set the financial conditions to suit the growth strategy and direction of the wider group. This was subsequently superseded by a further amendment and restatement deed issued on 13 August 2026 which refined the covenant requirements and extended the repayment profile of the Term B facility, providing additional flexibility and reducing near-term refinancing risk. The Term A loans will be fully repaid by September 2026 and the repayment date for the Term B loans was extended to September 2029. At the same time further amendments were made to the adjusted leverage covenant and a quarterly minimum cash covenant was put in place.

Further to this, NorthEdge Capital LLP, as holder of the investor loan notes maturing in September 2027, has provided a letter of support confirming that it does not currently intend to seek repayment of its funding where this would adversely affect the Group's ability to continue as a going concern. This support extends for a period of at least 12 months from the date of approval of the financial statements.

Following the transaction in September 2021, the Group has access to a £4m revolving credit facility with HSBC, which remained undrawn throughout the year. Combined with its available cash resources, this provides the Group with additional liquidity and financial flexibility as it continues to manage its operations efficiently.

On the basis of the matters above, directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue from contracts with customers is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring services to a customer. For each contract with a customer, the Group:

• identifies the contract with a customer;

• identifies the performance obligations in the contract;

• determines the transaction price which takes into account estimates of variable consideration and the time value of money;

• allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct service to be delivered;

• and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the services promised.

At contract inception, an assessment is completed to identify the performance obligations in each contract. Performance obligations in a contract are services that are distinct, or part of a series of distinct goods and services that are substantially the same and have the same pattern or transfer to the customer.

Turnover is measured at the fair value of the consideration received or receivable at the point in time and represents amounts receivable for services provided in the normal course of business, net of discounts, VAT and other sales- related taxes.

Performance obligation identification

Although the specific services and method of delivery vary based on the terms of each contract, management has identified the main performance obligations present in the Group's contracts with customers.

The group satisfies its performance obligations upon completion of the services as outlined in the contracts and in providing permanent and temporary candidates into the third party entity.

Turnover arising from the placement of permanent candidates, is recognised at the point in time the candidate commences full-time employment. Turnover arising from temporary contractor placements, is recognised in the month of the work being performed by the contractor through the duration of the placement. Turnover arising from the RPO (Recruitment Process Outsourcing) agreement is recognised on an agreed monthly fee and subsequently an additional fee is raised when a hire is made.

Management have concluded that the services provided are not distinct i.e. the client is not able to benefit from the services on their own and the Group will not be able to fulfil its promise by transferring these separately - i.e. all of the services are significantly affected by each other. Therefore there is considered to be one performance obligation and the total transaction price is allocated to this performance obligation.

Once the invoices have been raised, these have standard credit terms for trade receivables are 30-60 days from invoice date, although certain credit terms are contract specific.

Transaction price determination

After identifying the performance obligations, the Group determines the amount of consideration it expects to be entitled to for providing the services under the contracts based on the consideration specified in the customer arrangement.

The revenue recognised from a permanent placement is typically based on a percentage of the candidate's remuneration package. The turnover arising from temporary placements is typically based on a percentage of the placement's hourly rate less employment taxes. Turnover arising from the RPO agreement is determined via an agreed monthly fee and subsequently an additional fee is raised when a hire is made.

As the majority of the Group's contracts are for a term of 12 months or less, the Group is not required to adjust the promised amount of consideration for effects of a significant financing component.

In some cases the customer is entitled to a rebate percentage of the fee if the candidate's employment comes to an end within the first few weeks of the contract. This is calculated as a declining percentage of the placement fee, ranging from 100% if the candidate leaves within two weeks to no rebate after 12 weeks, with the rebate reducing as the length of employment increases.

Goodwill represents the excess of the cost of business combinations over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.

The gain on a bargain purchase is recognised in profit or loss in the period of the acquisition.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not subsequently reversed.

Separately acquired intangible assets

Intangible assets with finite useful lives that are acquired separately are carried at cost, less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis based on the estimated useful lives of the assets. The estimated useful life and amortisation method are reviewed at the end of each year and the effect of any changes in estimates are recorded prospectively.

Other intangibles acquired as part of a business combination

Intangible assets acquired as part of a business combination (which includes customer relationships, brand names and software) are measured at fair value at the acquisition date. They have a finite useful life and are amortised on a straight-line basis over their estimated useful life, except for brand names. These are reviewed for impairment annually or more frequently if circumstances indicate that the assets may be impaired.

Amortisation methods and periods

The Group amortises intangible assets with a finite useful life, using the straight-line method over the following periods:

Customer relationships 10 years straight line*

Order Book 2 years straight line

Brand 10 years straight line

Capitalised development expenditure is initially recognised at cost and subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

*During the year, a reassessment of the customer relationship intangible asset was undertaken following changes in the composition of the customer base and business mix since acquisition. As a result, the useful economic life has been reduced from 12 years to 10 years. This change has been applied prospectively and has increased the amortisation charge recognised during the year by £215,532.

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

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

Right-of-use assets

All leases are accounted for by recognising a right-of-use asset and a lease liability.

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the Company's incremental borrowing rate on commencement of the lease is used.

Identifying leases

The Group accounts for a contract, or a portion of a contract, as a lease when it conveys the right to use an asset for a period of time in exchange for consideration. Leases are those contracts that satisfy the following criteria:

(a) There is an identified asset;

(b) The Group obtains substantially all the economic benefits from use of the asset; and

(c) The Group has the right to direct use of the asset.

The Group considers whether the supplier has substantive substitution rights. If the supplier does have those rights, the contract is not identified as giving rise to a lease.

In determining whether the Group obtains substantially all the economic benefits from use of the asset, the Group considers only economic benefits that rise use of the asset, not those incidental to legal ownership or other potential benefits.

In determining whether the Group has the right to direct use of the asset, the Group considers whether it directs how and for what purpose the asset is used throughout the period of use. If there are no significant decisions to be made because they are pre-determined due to the nature of the asset, the Group considers whether it was involved in the design of the asset in a way that predetermined how and for what purpose the asset will be used throughout the period of use. If the contract or portion of a contract does not satisfy these criteria, the Group applies other applicable IFRSs rather than IFRS 16.

On initial recognition, the carrying value of the lease liability also includes:

• amounts expected to be payable under any residual value guarantee;

• the exercise price of any purchase option granted in favour of the Group if it is reasonably certain to assess that option;

• any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised.

Right of use assets re initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

• lease payments made at or before commencement of the lease;

• initial direct costs incurred; and

• the amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased asset.

Subsequently, lease liabilities increase as a right of the interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right of use assets are depreciated on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

If any indication that non-current assets have suffered an impairment loss exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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

Financial assets are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss.

The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price as disclosed in the section 'Revenue recognition'.

For purposes of subsequent measurement, financial assets are classified in two categories:

• financial assets at amortised cost (debt instruments);

• financial assets at fair value through profit or loss.

The Group's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows, which will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are 'solely payments of principal and interest (SPPI)' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. All other assets are classified and measured at fair value through profit or loss.

All Group financial assets, other than cash and cash equivalents and derivatives, are classified and measured at 'amortised cost'. The amortised cost of a financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest rate method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance. Interest income is recognised using the effective interest rate method for financial assets subsequently measured at amortised cost. For financial assets other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired.

Where there has not been a significant increase in exposure to credit risk since initial recognition, a lifetime credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of the expected credit loss recognised is adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.

For trade receivables the Group applies a simplified approach in calculating expected credit losses ("ECLs"). Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. This is further enhanced with specific provisions where this is deemed appropriate by management.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

Trade and other receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 to 90 days.

The group recognises financial debt when the group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.

Trade and other payables

Trade and other payables represent liabilities for services provided to the Group prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.

Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Borrowings are derecognised when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.

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

The income tax expense or credit for the period is the tax payable or receivable on the current period's taxable income, based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

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

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the Group is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current tax and deferred tax for the period

Current tax and deferred tax for the period Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Company's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non- current.

A liability is classified as current when: it is either expected to be settled in the Company's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

Deferred tax assets and liabilities are always classified as non-current.

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

Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.

Post-employment obligations

The Group operates a defined contribution pension plan. For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due.

Long term employment benefits

The manager loan notes and preference shares issued on the acquisition have interest charged which are treated as remuneration cost to the employees of the Group. These obligations are measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period, using the effective interest rate method.

Cash-settled share-based payment awards are measured at the fair value of the liability incurred and are recognised as an expense over the vesting period, together with a corresponding liability. Fair value is determined at the grant date using an appropriate valuation technique, such as a Monte Carlo simulation model, which takes into account the terms and conditions of the award, including any market-based performance conditions.

At each reporting date and at settlement date, the liability is remeasured to fair value, with any changes in fair value recognised in profit or loss for the period. The liability is recognised over the period during which employees become unconditionally entitled to the award, based on the Group’s estimate of the number of awards expected to vest. The cumulative expense recognised reflects the extent to which the vesting period has expired and management’s best estimate of the awards that will ultimately vest.

Where awards are dependent upon the occurrence of an exit event or other liquidity event, the valuation incorporates management’s assumptions regarding the likelihood, timing and value of such an event, together with other relevant market-based inputs. Upon settlement, the liability is derecognised and any difference between the carrying amount of the liability and the amount paid is recognised in profit or loss.

A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, where the interest rate implicit in the lease cannot be readily determined the lease payments are discounted using the Group's incremental borrowing rate ("IBR"). The lease term is estimated as the non-cancellable period of a lease, plus any option to extend or terminate the lease which is expected to be exercised.

The lease liability is measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the future lease payments or lease term. When a lease liability is remeasured, an adjustment is made to the corresponding right-of-use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.

In preparing the financial statements of each Group Company, transactions in currencies other than each of the Company's functional currency are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currency are retranslated at the rates prevailing at each reporting date.

Non-monetary items carried at fair value and denominated in foreign currency are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items measured at historical cost in a foreign currency are translated at the rates prevailing on the transaction date.

Exchange differences are recognised in profit or loss in the period in which they arise.

For the presentation purposes of these consolidated financial statements, assets and liabilities of foreign operations of the Group are translated at the exchange rates prevailing at the end of the reporting period.

Dividends

Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the Group, on or before the end of the reporting period but not distributed at the end of the reporting period.

At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective:

The directors are evaluating the impact that these standards will have on the financial statements of Project Panda Topco and are satisfied that these will not have a material impact.

The directors are evaluating the impact that these standards will have on the financial statements of Project Panda Topco Limited and are not expecting there to be a material impact, other than the significant presentation changes as a result of IFRS 18 – Presentation and Disclosure in Financial Statements.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

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

The fair value of the intangible assets acquired in the acquisition of Meet Life Sciences Group Limited (formerly Meet Group Limited) involved using valuation techniques and the estimation of future cash flows to be generated over a number of years. This requires a combination of assumptions including growth and brand reputation. The use of discount rates is a judgement, the details of the fair value of the intangible assets acquired are in note 12; customer relations acquired have been discounted at 21.1%, order book discounted at 11.7% and brand discounted at 21.1%. These are a judgmental area and have been considered to be aligned with the market participant return.

The assessment of the useful economic lives and the method of amortising intangible assets requires judgement. Amortisation is charged to profit or loss based on the useful economic life selected, which requires an estimation of the period and profile over which the company expects to consume the future economic benefits embodied in the assets.

The directors review the useful economic lives of intangible assets annually. During the year, a reassessment of the customer relationship intangible asset was undertaken following changes in the composition of the customer base and business mix since acquisition. As a result, the useful economic life has been reduced from 12 years to 10 years. This change has been applied prospectively and has increased the amortisation charge recognised during the year by £215,532.

At 31 December 2025 the carrying value of goodwill and other intangible assets was £23,518,196 and amortisation of £1,255,132 was charged in the period.

For trade receivables and contract assets, the Group applies a simplified approach in calculating expected credit losses ("ECLs"). The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss rate for each subsidiary. See note 17 for the carrying amount of trade receivables and the allowance for expected credit losses.

In connection with the recognition of revenue, the Group makes significant judgments mainly with regards to the identification of performance obligations, the allocation of consideration to each separately identifiable performance obligation.

The fair value of cash-settled share-based payment awards is determined using a Monte Carlo valuation model. The valuation requires management to make assumptions regarding future business performance, expected volatility, the timing and probability of an exit event, risk-free interest rates and other market-based inputs. As the awards are remeasured to fair value at each reporting date, changes in these assumptions may have a material impact on the carrying value of the liability and the share-based payment expense recognised in the income statement. See note 23 for further details.

Goodwill impairment

The group determines whether goodwill is impaired on an annual basis. This requires an estimate of the value in use of the cash-generating unit to which goodwill is allocated.

In assessing the value in use, the estimated cash flows expected to arise from cash-generating units are discounted to their present value.

Further details of the impairment review carried out by the directors are given in note 12.

The categorisation of fair value measurements between the different levels of the fair value hierarchy set out in IFRS 13 Fair Value Measurement depends on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement.

The three levels are:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: Inputs other than quotes prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3: Inputs for assets and liabilities that are not based on observable market data.

The entity entered into a number of derivative assets contracts to manage the foreign exchange risk of the HSBC bank loan between the USD and GBP amounts. Derivative assets contracts for the purchase of USD are classified as Level 2 instruments. During the period, the derivative asset was sold. See note 17.

The Group aggregate revenue recognised from contracts with customers is split into categories that depict the nature of the revenue and the cash flows of the Group and are in line with IFRS 15 paragraph 114.

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

Their aggregate remuneration comprised:

The above remuneration is remuneration paid on a consolidated level. No directors remuneration is paid through the Company. The directors are paid for their services through a 100% subsidiary located in England and Wales.

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024: 4).

The charge for the year can be reconciled to the (loss)/profit per the income statement as follows:

The directors believe that there is a single cash-generating unit and have allocated all assets of the business, including goodwill, to this cash-generating unit. The cash-generating unit is assessed annually for impairment based on the carrying amounts of those assets at 31 December each year. The directors assess the recoverable amount of the assets of the cash-generating unit by calculating its value in use. The key assumptions in calculating value in use are future growth rates and the discount rate.

Forecast cash flows for the purposes of calculating value in use are based on detailed forecasts up to 31 December 2030, after which cash flows are calculated by reference to growth rates. The detailed forecast cash flows assume an average reported EBITDA growth rate of 30% driven by a growing contract portfolio and enhanced productivity via outsourcing and AI-enabled efficiencies, together with operational leverage from a largely fixed overhead base. Subsequent extrapolated cash flows are based on growth continuing in perpetuity at a lower rate of 2%. The directors believe these growth rates are achievable, supported by stable market conditions and the continued conversion of gross profit into EBITDA in line with forecast expectations. The forecast execution risk has been factored into the company specific risk factor used when determining the discount rate.

A discount rate of 19.2% has been applied in the impairment assessment, as agreed by the directors. This rate was derived using a weighted average cost of capital (WACC) methodology, incorporating updated market data and a company-specific risk premium to reflect the Group’s operational and forecast execution risks. The directors have reviewed and are satisfied with the key assumptions and estimates underpinning the forecast cash flows used in the discounted cash flow (DCF) model.

The DCF analysis, incorporating the agreed discount rate, indicates that the value in use of the cash-generating unit (CGU) is greater than its carrying amount. As such, no impairment charge is required as at 31 December 2025 (2024: £10.7m).

Inputs used in the DCF analysis have been recognised as critical judgments as such management consider the importance of ongoing monitoring of significant changes to the business and it's potential impact on impairment provisions.

The Company had no intangible assets in the period.

Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Details of the company's principal operating subsidiaries are included in note 15.

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

An explanation of the effect of the timing of the satisfaction of performance obligations and payments on the amount of contract assets is given in the accounting policies above. No impairments of contract assets have been charged in the year and the directors believe that any provisions for expected credit losses would be immaterial.

Contract assets relate to revenue recognised in respect of services provided during the period for which no invoice had been raised at the balance sheet date.

Contract liabilities relate to invoices raised for which the service had not been provided in the period, therefore revenue not to be recognised in the period.

Standard credit terms for trade receivables are 30-60 days from invoice date, although certain credit terms are contract specific. The average credit period for sales is 51 days, and no interest is charged on trade receivables. Trade receivables are stated after an expected credit loss allowance of £130,459 (2024: £249,006). There are no trade receivables that fall due after more than one year.

In February 2022, Project Panda Bidco Limited purchased a derivative asset contract for £89,306. The derivative asset contracts have been used to manage the foreign exchange risk of the HSBC bank loan between the USD and GBP amount. Hedge accounting is not applied as the technical requirements of IFRS 9 Financial Instruments are not met. Gains and losses on these derivatives are recorded in the entity's income statement within other gains and losses. Derivative financial instruments for the purchase of Dollars are classified as Level 2 instruments and are fair valued based on inputs which are observable for the derivatives, but which are not quoted prices included within Level 1. The derivative asset was sold in the prior period hence the fair value at the reporting date was £nil (2024: £nil). At the reporting date, a £nil (2024: £285,348 loss) was recognised in the profit and loss in relation to derivative asset contracts.

The Company had no derivatives in the period.

On 3 September 2021, the following loans were drawn down:

HSBC bank loans were drawn down which consist of Term A, Term B and a revolving credit facility. On the 8 September 2021, both Terms A and B were part exchanged in US dollar loans.

• The £600,000 and $2,771,800 Term A loans mature after 6 years and capital and interest payments are due every 6 months. The interest is calculated over a 3 month period at a rate of 4% over SONIA (GBP) and SOFR (USD).

• The £2,400,000 and $11,087,200 Term B loans mature after 6 years with interest added to the outstanding balances every 3 months. The interest is calculated at a rate of 4.5% over SONIA (GBP) and SOFR (USD).

• The £4,000,000 revolving credit facility was not utilised in the period, interest was charged at 1.4% for the facility for the current period. These facilities are secured by a fixed and floating charge over the assets of the company.

On 30 April 2025, an amendment and restatement deed was issued to re-set the financial conditions to suit the growth strategy and direction of the wider group. Amendments to the adjusted leverage and minimum cash conditions were included.

This was subsequently superseded by a further amendment and restatement deed issued on 13 August 2026 which refined the covenant requirements and extended the repayment profile of the Term B facility, providing additional flexibility and reducing near-term refinancing risk. The Term A loans will be fully repaid by September 2026 and the repayment date for the Term B loans was extended to September 2029. At the same time further amendments were made to the adjusted leverage covenant and a quarterly minimum cash covenant was put in place.

Secured manager loan notes of £8,090,368 were drawn down to certain vendors as part of the consideration of Meet Life Sciences Group Limited (formerly Meet Group Limited), these loans are due for repayment in September 2027. The effective interest rate calculated is 4.6% per annum.

Secured investor loan notes were drawn down of £21,524,000 net of issue costs owed to North Edge Capital Fund III LP and North Edge Co Investment III LP. The loans are due for repayment in September 2027 with an effective rate of interest calculated at 8.5%. This facility is secured by North Edge Capital LLP and contain fixed and floating charges over the assets of the company.

The redeemable preference shares represent 1,675,842 fully paid 8% cumulative redeemable preference shares. The shares are entitled to dividends at the rate of 8% per annum. Since the shares are mandatorily redeemable at the earlier of a share sale, listing or wind up or 30 September 2027, they are recognised as liabilities and recognised at amortised cost at an effective interest rate of 4.6%.

The HSBC term A loan matures in September 2026, all other loans mature within 4 years of the year end date.

Maturity analysis is based on contractual cash outflow.

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

The rates of interest implicit in the Group's property lease arrangements are not readily determinable and the weighted average incremental borrowing rate applied in calculating the lease liability is 8.34% (2024: 4.97%). The fair value of the Group's lease obligation is approximately equal to their carrying amount.

The following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior reporting period.

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

The C1 and C2 shares were awarded to key management personnel in the year ended 31 December 2022 for consideration of £234k. The value of these shares will be realised either through an Exit event, defined as a disposal or listing, or upon the employee leaving, with the value received dependent upon the category of leaver.

These met the definition of a cash-settled share based payment arrangement, and as such have been valued under the Monte-Carlo model over a 3 year vesting period, which is in line with the leaver clauses.

The following table shows the value of the cash-settled share based payment arrangement as at the prior year end:

Due to performance in the year, management did not perform an external valuation of the cash-settled share based payments as at 31 December 2025 as it was considered these still held no value due to there being no material change in performance in the current year when comparing to conclusions made in the prior year.

As at 31 December 2025, the value of the cash-settled share based payment was determined to be £nil (2024: £nil).

The A Ordinary shares entitle the holder to one vote for each share held and an entitlement to any profits available for distribution, which will be distributed among the holders of A shares, BI shares, B2 shares, and Cl shares. The B1, B2 and CI Ordinary shares entitle to one vote for each share held, entitlement to any profits available for distribution to be distributed amongst the holders of A shares, BI shares, B2 shares and CI shares. The B1, B2 and Cl Ordinary shares are not redeemable. The C2 Ordinary shares have no voting rights, no entitlement to any profits available for distribution and are not redeemable.

The preference shares represent 1,675,842 fully paid 8% cumulative preference shares that are redeemable by the preference shareholder. Since the shares are mandatorily redeemable at the earlier of a share sale, listing or wind up or 30 September 2027, they are recognised as liabilities and recognised at amortised cost at an effective interest rate of 4.6%. The B preference shares have no voting rights although have an entitlement to a fixed cumulative preferential net dividend of 8% per annum.

Share premium

Consideration received for shares issued above their nominal value net of transaction costs.

Foreign currency translation reserve

Represents the cumulative translation differences of the Group results from functional currency to the presentational currency used in the financial statements.

Retained earnings

Cumulative profit and loss net of distributions to owners.

The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group.

Market risk

Foreign currency risk

The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations.

Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency that is not the Group's functional currency. The risk is measured using sensitivity analysis and cash flow forecasting.

The majority of cash inflows and outflows in entities having a functional currency other than the reporting currency of the Company are in their respective functional currency. The Company considers these risks to be relatively limited. However, one of the subsidiaries entered into a derivative asset contract to manage the foreign exchange risk of the HSBC bank loan between the USD and GBP amount. Hedge accounting has not been applied and the contract was held at fair value through profit or loss until it's sale in the prior year. No new derivative asset was taken out in the current year to replace this.

Sensitivity

As the Group operates internationally, it is exposed to currency risks as a result of potential exchange rate fluctuations.

Foreign exchange risk arises on financial instruments that are denominated in foreign currencies. The foreign exchange rate sensitivity is calculated by aggregation of the net foreign exchange rate exposure of the Group's financial instruments recorded in its statement of financial position.

The impact of a +10% appreciation in GBP against Group currencies on earnings before income tax for 2025 is the following:

Price risk

The Group is not exposed to any significant price risk.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The group is exposed to interest rate risk having a debt facility which is linked to SONIA. In order to mitigate this risk, the group took out an Interest Rate Cap with HSBC on the USD loan in the year ended 31 December 2022 which was subsequently sold in the prior year. Following discussions with HSBC, management did not consider it necessary to take out a new financial instrument in relation to interest rate risk in the current year.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group's principal financial assets consist of cash and trade accounts receivable which represent the Group's exposure to credit risk in relation to financial assets.

The Group does not require collateral or other security from customers for trade accounts receivable; however, credit is extended following an evaluation of creditworthiness. In addition, the Group performs ongoing credit reviews of all its customers and establishes an allowance for expected credit losses when amounts within accounts are determined to be uncollectible.

The Group is protected against any concentration of credit risk through its diverse range of customers and geographical diversity. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements.

The credit risk in respect of cash is limited as the counterparties are banks with high credit ratings assigned by international credit-rating agencies.

Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for a period greater than 1 year.

Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable.

The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.

Remaining contractual maturities

The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.

On 13 August 2026, the Group entered into a further amendment and restatement deed which refined the covenant requirements and extended the repayment date of the Term B facility to September 2029. Further details are set out in Notes 1.4 and 18. The directors have assessed this as a non-adjusting event after the reporting period.

The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.

The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures. Key management personnel include executive directors and persons having authority and responsibility for planning, directing and controlling the activities of the Company.

During the period, charges were made between 100% owned subsidiaries as follows:

These transactions and balances were eliminated from the Group results in the consolidation.

Secured Manager loan notes of £8,090,368 were drawn down to certain Vendors as part of the consideration for the acquisition of Meet Group Limited and are due for repayment in September 2027. The effective interest rate calculated is 4.6% per annum. Secured Investor loan notes were drawn down of £21,524,000 net of issue costs owed to NorthEdge Capital Fund III LP and North Edge Co investment III LP. The loans are due for repayment in September 2027 with an effective rate of interest calculated at 8.5%. This facility is secured by NorthEdge Capital LLP and contains fixed and floating charges over the assets of the Company.

As permitted by trues408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was £240,802 (2024: £1,678,536).

Amounts owed by fellow group undertakings are unsecured, interest-free and repayable on demand.

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