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

Whilst Project Panda Bidco Limited is a holding company, through its investment in its subsidiaries, 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.

These financial statements present the standalone results for Project Panda Bidco Limited with the group preparing consolidated accounts at Topco level.

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

Successful developments and achievements for the group 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

The directors do not consider there to be any meaningful key performance indicators due to this being a company with no revenue and only holding loan notes and external debt.

The principal risks and uncertainties facing the company are those that would have an impact on the value of the investment in its subsidiaries and, therefore, wider group. Below we consider the risks and uncertainties of that group.

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 have taken out an Interest Rate Cap with HSBC.

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.

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 continued to be that of a holding company.

The results for the year are set out on page 8.

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

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 "Reduced Disclosure Framework" (FRS 101).

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable United Kingdom Accounting Standards, including FRS 101, have been followed, subject to any material departures disclosed and explained in the financial statements,

• notify the Company's shareholders in writing about the use of disclosure exemptions, if any, of FRS 101, used in the preparation of the financial statements; and

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

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

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

We have audited the financial statements of Project Panda Bidco Limited (the 'company') for the year ended 31 December 2025 which comprise the income statement, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101, "Reduced Disclosure Framework" (FRS 101).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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 the 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 company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

• the directors were not entitled to take advantage of the small companies' exemptions in preparing the Directors' Report.

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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The 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 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 company by discussions with directors and by updating our understanding of the sector in which the company operates.

Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.

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

The financial statements have been prepared on the basis that all operations are continuing operations. The notes on pages 11 to 22 form an integral part of the financial statements.

The financial statements have been prepared on the basis that all operations are continuing operations. The notes on pages 11 to 22 form an integral part of the financial statements.

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

The financial statements have been prepared on the basis that all operations are continuing operations. The notes on pages 11 to 22 form an integral part of the financial statements.

Project Panda Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Irongate House, 30 Dukes Place, London, EC3A 7LP.

The principal activity of the company continued to be that of a holding company.

The financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" (FRS 101) and in accordance with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

• the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share based Payment;

• the requirements of IFRS 7 Financial Instruments: Disclosures;

• the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement;

• the requirement in paragraph 38 of IAS 1 ‘Presentation of Financial Statements’ to present comparative information in respect of: (i) paragraph 79(a) (iv) of IAS 1, (ii) paragraph 73(e) of IAS 16 Property Plant and Equipment;

• the requirements of paragraphs 10(d), 10(f), 16, 38A to 38D, 39 to 40 ,111 and 134-136 of IAS 1 Presentation of Financial Statements;

• the requirements of IAS 7 Statement of Cash Flows;

• the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

• the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

• the requirements of paragraph 17 of IAS 24 Related Party Disclosures; and

• the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

The results of Project Panda Bidco are included in the consolidated financial statements of Project Panda Topco Limited as ultimate parent company. The group accounts of Project Panda Topco Limited are available to the public and can be obtained as set out in note 18.

The company is not a core trading entity of the wider group and as such is not designed to generate profit or positive cash flows. The company is a holding company for bank debt and loan notes that support the wider group.true

As set out in note 12, on 30 April 2025, an amendment and restatement deed in regard to the bank loans held by the company 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 company and wider 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 wider 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 wider group with additional liquidity and financial flexibility as it continues to manage its operations efficiently.

From a group perspective, of which the company is a key stakeholder, the directors have reviewed the cash flow forecasts including availability of working capital, and have prepared detailed forecasts with assumptions about the level of future sales, margins and the level of cash recovery from trading.

The directors are not concerned by the use of the going concern method of preparation given prevailing EBITDA metrics continue to reflect the group's adequate operating performance during the year and after the reporting date. Inputs used in the cash forecasts are based on management's judgements and estimates and as such management note the importance of ongoing monitoring of significant changes to the business and its potential impact on the going concern basis for financial statement preparation.

The directors have at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

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 company's statement of financial position when the company 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. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets are assessed for indicators of impairment at each reporting end date.

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.

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.

The company recognises financial debt when the company 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 company’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the company 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 company.

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

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 company’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 the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

Transactions in currencies other than the functional currency are initially recorded at the exchange rate prevailing on the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of the transaction, or, if the asset or liability is measured at fair value, the rate when that fair value was determined.

All translation differences are taken to profit or loss, except to the extent that they relates to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income.

Finance costs

Interest expenses are accrued with reference to the principal outstanding at the effective interest rate, and expenses as incurred.

Long term employment benefits

The manager loan notes 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.

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.

At the end of each reporting period, entities are required to assess whether there is any indication that an asset may be impaired (ie carrying amount exceeds recoverable amount). Where an indication exists, the entity is required to estimate the recoverable amount. The directors assess the on-going performance of the investments with reference to profit and cashflow.

In the current year, the directors considered there was an indicator of impairment and so prepared a discounted cash flow forecast to assess whether a provision was required. Based on forecasts and estimates used, the directors concluded that the carrying amount did not exceed the recoverable amount as such no impairment was required (2024: £11.6m impairment). Please see greater detail in Note 8 of the financial statements.

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

Their aggregate remuneration comprised:

During the current year, statutory directors of the company were remunerated through another group entity and as a result no direct remuneration was recognised in Project Panda Bidco Limited.

The remuneration cost above relates to the unwinding of notional interest attached to the manager loan notes which arose on the acquisition of the subsidiaries and is treated as remuneration.

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

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.

Under IAS 36, the directors are required to assess at the end of each reporting period whether there are any indicators that an asset may be impaired. The directors considered there was an indicator of impairment at the reporting date and as such prepared a discounted cash flow (DCF) forecasts to assess whether the carrying amount exceeded the recoverable amount.

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 are ambitious and assume an average reported EBITDA growth rate of 36% per annum driven by implementation of a new strategic plan involving additional income streams, headcount growth and cost-saving measures. Subsequent extrapolated cash flows are based on growth continuing in perpetuity at a lower rate of 2.5%. These growth rates, whilst ambitious are expected by directors to be achievable on the assumption the industry improves and on review of post year-end performance. 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.This rate was derived using a weighted average cost of capital 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 DCF model. Although it should be noted that small adjustments made to the company specific risk premium or equity adjustments, as examples, generate material differences to the impairment provision calculation.

The DCF analysis, incorporating the discount rate and appropriate equity adjustments, indicates that the value in use of the investment is in excess of its carrying amount. Therefore an impairment of £nil (2024: £11.6m) has been recognised in the current year.

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 its potential impact on impairment provisions.

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

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.

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

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

The ordinary shares have full voting, dividend and capital distribution rights, including on winding up.

On 13 August 2026, the wider 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 1.2 and 12. The directors have assessed this as a non-adjusting event after the reporting period.

Secured manager loan notes of £8,090,368 were drawn down to certain vendors as part of the consideration for the acquisition of Meet Life Sciences Group Limited (formerly Meet Group Limited) and are due for repayment in September 2027. The effective interest calculated is 4.6% per annum. The closing balance at year-end is £8,550,750 (2024: £8,178,623).

Secured investor loan notes were drawn down for £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 LP and contains fixed and floating charges over the assets of the company. The closing balance at year-end is £30,597,463, (2024: £28,209,498). NorthEdge Capital LLP is considered to be a related party given they are the majority shareholder and beneficiary owner of the Group.

FRS 101 exempts preparers from the requirements of para. 17 and 18A of IAS 24, meaning that FRS 101 accounts do not disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned within the group. All transactions are with wholly owned companies within the group.

The ultimate parent is Project Panda Topco Limited. The Directors do not consider there to be an ultimate controlling party of the ultimate parent company.

The publicly available accounts of Project Panda Topco Limited can be obtained from Irongate House, 30 Dukes Place, London, England, EC3A 7LP.