ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Registered number: 11006776

VETERINARY PATHOLOGY GROUP LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

VETERINARY PATHOLOGY GROUP LIMITED

COMPANY INFORMATION

Directors	Dr B Backmann
	K Bhat
	J A L Billington


Registered number	11006776


Registered office	First Floor
	Birchwood Building
	Springfield Drive
	Leatherhead
	KT22 7LP


Independent auditor	Blick Rothenberg Audit LLP
	Chartered Accountants & Statutory Auditor
	16 Great Queen Street
	Covent Garden
	London
	WC2B 5AH

VETERINARY PATHOLOGY GROUP LIMITED

CONTENTS

	Page
Strategic report	2 - 3
Directors' report	4 - 5
Directors' responsibilities statement	6
Independent auditor's report	7 - 10
Statement of comprehensive income	11
Balance sheet	12 - 13
Statement of changes in equity	14
Notes to the financial statements	15 - 32

VETERINARY PATHOLOGY GROUP LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The directors present their strategic report for the company for the year ended 31 December 2025.

Principal activities

The principal activities of the Company comprise the provision of veterinary pathology services.

Business review and key performance indicators

The company provides testing and diagnostic support to veterinary surgeries and clinics. The company was acquired by Zoetis Inc. on 10 November 2025. The trading conditions in 2025 have continued to be challenging, reflecting global economic conditions and pressures in the wider veterinary sector. The company has net assets of £5,363,468 (2024: £4,344,228) as at the year-end despite a loss for the year of £1,847,164 (2024: £2,338,364).

The directors consider that the principal key performance indicators relating to the company are revenue and operating profit. During the year the company had revenue of £11,240,649 (2024: £11,382,768) and an operating loss of £1,628,343 (2024: £1,439,262).

Revenue in 2025 declined by 1.25% compared to the prior year, reflecting a decrease in test volumes, customer churn and pricing pressures.

Gross profit margin has decreased from 83.3% to 79.9% reflecting pricing pressures. The decrease in sales price tariff has driven this together with cost pressures and the economic environment.

Administrative expenses have decreased by 2.5%, driven by lower personnel costs which were a result of restructuring at the end of 2024.

Principal risks and uncertainties

Economic risk

The geopolitical uncertainty and macroeconomic environment continue to suffer from inflationary pressures leaving the UK and many parts of the world in a cost-of-living crisis. However, the company continues to operate fully and achieve healthy revenue streams which the company expects to continue with further growth anticipated, especially as part of Zoetis which presents many opportunities and synergies within the UK veterinary market and beyond.

The current and ongoing key risks and impacts that the company is exposed to are:

∙decreasing sales demand; significant inflationary price increases in materials, fuel, and utility costs;

∙uncertainty in relation to cash collection;

∙uncertainty in relation to the impact to key suppliers; and

∙uncertainty to the duration of ongoing geopolitical environment and how it will continue to impact the UK economic environment.

The cost-of-living crisis, post Brexit has affected the retail vet services market as consumers have reduced budgets for their pet care. Challenges in the sector are further evidenced by the Consumer & Markets Authority review published on 24 March 2026.

Page 2

VETERINARY PATHOLOGY GROUP LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties (continued)

Pricing risk

The company operates in a very competitive market and is subject to pressure on its price tariffs. To mitigate this risk the business operates in both routine and specialist markets and regularly monitors its sales price to ensure they remain appropriate, competitive and reflective of the highest quality of pathology work. This is increasingly important given the current economic climate.

Credit risk

Management has credit policies in place to manage risk and to monitor exposure to risk on an ongoing basis. These include the use of customer specific credit limits based on third party credit reports and in cases of customer default or requests for credit above agreed limits the use of pro forma invoices to secure payment in advance of delivery.

Key supplier risk

The company's operations are dependent on a number of key product and consumable lines from a limited number of suppliers. The operations would be at risk if the supply chain was not maintained and therefore this risk is mitigated through continual review of stock levels and order processing.

Liquidity risk

The ultimate parent company, Zoetis Inc., are committed long-term investors, willing to provide support should it be needed. The company is also a cash-generating business.

Regulatory risk

The company operates in a heavily regulated market and it complies with all necessary legislation and supervisory bodies.

Environmental, Social and Governance

Our parent, Zoetis Inc., has a sustainability strategy “Driven to Care” that builds on their purpose to nurture our world and humankind by advancing care for animals; more information can be found in their website on https://www2.zoetis.co .uk/about-zoetis/sustainability.

Future developments

The company expects to grow the business within the same veterinary sector and will look to increase our market share. The company will continue to focus on its core value of quality and exceptional service delivery.

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

K Bhat

Director

Date: 4 September 2026

Page 3

VETERINARY PATHOLOGY GROUP LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Results and dividends

The loss for the year, after taxation, amounted to £1,847,164 (2024 - loss £2,338,364).

The directors do not recommend a dividend.

Directors

The directors who served during the year were:

Dr F Gosling (resigned 10 November 2025)

K F Meyer (resigned 10 November 2025)

Y A Nenova (resigned 10 November 2025)

D C S Young (resigned 10 November 2025)

Dr B Backmann (appointed 10 November 2025)

K Bhat (appointed 10 November 2025)

J A L Billington (appointed 10 November 2025)

S Warweg (resigned 16 January 2025)
L Hoogeveen (resigned 16 January 2025)

Going concern

The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. The expectation is based on the most recent budget, latest forecast and customer commitments leading the directors to support the going concern basis. This is for a period at least 12 months from signing of the accounts and beyond. The company has also received a letter of support from the parent company.

Qualifying third-party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.

Matters covered in the Strategic Report

As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.

Disclosure of information to auditor

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

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

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

Page 4

VETERINARY PATHOLOGY GROUP LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

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

K Bhat

Director

Date: 4 September 2026

Page 5

VETERINARY PATHOLOGY GROUP LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 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 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 UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

Page 6

VETERINARY PATHOLOGY GROUP LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VETERINARY PATHOLOGY GROUP LIMITED

FOR THE YEAR ENDED 31 DECEMBER 2025

Opinion

We have audited the financial statements of Veterinary Pathology Group Limited (the 'company') for the year ended 31 December 2025, which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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.

Page 7

VETERINARY PATHOLOGY GROUP LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VETERINARY PATHOLOGY GROUP LIMITED (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Other information

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

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the 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.

Matters on which we are required to report by exception

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.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 6, 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.

Page 8

VETERINARY PATHOLOGY GROUP LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VETERINARY PATHOLOGY GROUP LIMITED (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Auditor's responsibilities for the audit of the financial statements

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

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

∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company’s sector;

∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment and health and safety legislation;

∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

∙performed analytical procedures to identify any unusual or unexpected relationships;

∙tested a sample of journal entries to identify unusual transactions;

∙assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and

∙investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

∙agreeing financial statement disclosures to underlying supporting documentation;

∙reading the minutes of meetings of those charged with governance;

∙enquiring of management as to actual and potential litigation and claims; and

∙reviewing correspondence with HMRC.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards require that we identify non-compliance with laws and regulations through enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any, as well as any additional procedures deemed necessary.

Page 9

VETERINARY PATHOLOGY GROUP LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VETERINARY PATHOLOGY GROUP LIMITED (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

Use of our report

This report is made solely to the company's shareholders, 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 shareholders 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 shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.

Simon Mayston (senior statutory auditor)

for and on behalf of

Blick Rothenberg Audit LLP

Chartered Accountants

Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH

Date: 4 September 2026

Page 10

VETERINARY PATHOLOGY GROUP LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	4	11,240,649	11,382,768
Cost of sales		(2,255,736)	(1,898,309)
Gross profit		8,984,913	9,484,459
Administrative expenses		(10,655,746)	(10,933,313)
Other operating income	5	42,490	9,592
Operating loss	6	(1,628,343)	(1,439,262)
Impairment of investments	14	-	(764,550)
Interest payable and similar expenses	10	(218,821)	(134,552)
Loss before tax		(1,847,164)	(2,338,364)
Tax on loss	11	-	-
Loss for the financial year		(1,847,164)	(2,338,364)

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 15 to 32 form part of these financial statements.

Page 11

REGISTERED NUMBER:11006776

VETERINARY PATHOLOGY GROUP LIMITED

BALANCE SHEET

AS AT 31 DECEMBER 2025

		As restated
	2025	2024
Note	£	£


Fixed assets
Intangible assets	12		1,171,441		1,132,179
Tangible fixed assets	13		2,618,084		2,438,290
Investments	14		1,967,314		1,967,314
			5,756,839		5,537,783
Current assets
Stocks	15	-		190,576
Debtors: amounts falling due within one year	16	2,701,726		2,703,860
Cash at bank and in hand	17	786,866		2,204,193
		3,488,592		5,098,629
Creditors: amounts falling due within one year	18	(2,217,049)		(4,723,480)
Net current assets			1,271,543		375,149
Total assets less current liabilities			7,028,382		5,912,932

Creditors: amounts falling due after more than one year	19		(1,664,914)		(1,568,704)
			5,363,468		4,344,228
Net assets			5,363,468		4,344,228

Capital and reserves
Called up share capital	21	3	3
Share premium account	22	20,801,597	20,801,597
Capital contribution reserve	22	2,866,404	-
Merger reserve	22	1,531,000	1,531,000
Profit and loss account	22	(19,835,536)	(17,988,372)
Total equity		5,363,468	4,344,228

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

K Bhat

Director

Date: 4 September 2026

Page 12

REGISTERED NUMBER:11006776

VETERINARY PATHOLOGY GROUP LIMITED

BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

The notes on pages 15 to 32 form part of these financial statements.

Page 13

VETERINARY PATHOLOGY GROUP LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Capital contribution reserve	Merger reserve	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 January 2024, as restated	3	20,801,597	-	1,531,000	(15,650,008)	6,682,592
Comprehensive loss for the year
Loss for the year	-	-	-	-	(2,338,364)	(2,338,364)

At 1 January 2025, as restated	3	20,801,597	-	1,531,000	(17,988,372)	4,344,228
Comprehensive loss for the year
Loss for the year	-	-	-	-	(1,847,164)	(1,847,164)
Contributions by and distributions to owners
Contributions from parent company	-	-	2,866,404	-	-	2,866,404
At 31 December 2025	3	20,801,597	2,866,404	1,531,000	(19,835,536)	5,363,468

The notes on pages 15 to 32 form part of these financial statements.

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VETERINARY PATHOLOGY GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Veterinary Pathology Group Limited (the company) is a private company limited by shares and incorporated in England and Wales. The address of its registered office is First Floor, Birchwood Building, Springfield Drive, Leatherhead, England, KT22 7LP and the principal place of business is Unit 1b, Science Park, Babbage Way, Clyst Honiton, Exeter, England, EX5 2FN.

The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions under FRS 101:

∙the requirements of IFRS 7 Financial Instruments: Disclosures

∙the requirements of IAS 7 Statement of Cash Flows

∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures

∙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 requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

This information is included in the consolidated financial statements of Zoetis Inc. as at 31 December 2025 and these financial statements may be obtained from 10 Sylvan Way, Parsippany, New Jersey, NJ 07054, USA.

2.3

Exemption from preparing consolidated financial statements

The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

2.4

Going concern

The financial statements have been prepared on a going concern basis notwithstanding the fact that the company incurred a loss of £1,847,164 (2024: £2,338,364) The directors consider this basis to be appropriate as the company has received a letter of financial support from its parent company. Therefore, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

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VETERINARY PATHOLOGY GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

Revenue recognition

The company will recognise revenue in line with the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This core principle is delivered in a five-step model framework:

∙Identify the contract with the customer;

∙Identify the performance obligations in the contract;

∙Determine the transaction price;

∙Allocate the transaction price to the performance obligations in the contract; and

∙Recognise revenue when the performance obligation is satisfied.

The company enters into contracts with veterinary clinics for the provision of diagnostic services. The services are considered to be a single performance obligation that is satisfied at a point in time when the service is delivered. The revenue attributed to these services is recognised when the services are provided.

2.6

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

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VETERINARY PATHOLOGY GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.7

Leases

The company as a lessee

The company assesses whether a contract is or contains a lease, at inception of a contract. The company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the company uses its incremental borrowing rate determined considering the interest rate of the Bank of England.

Lease payments included in the measurement of the lease liability comprise:

∙fixed lease payments (including in-substance fixed payments), less any lease incentives;

The lease liability is included in 'creditors' on the balance sheet.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets are included in the 'tangible fixed assets', as applicable, in the balance sheet.

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The company has used this practical expedient.

2.8

Finance costs

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

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VETERINARY PATHOLOGY GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.9

Pensions

Defined contribution pension plan

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

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

2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.

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

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

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

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

Page 18

VETERINARY PATHOLOGY GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.11

Intangible assets

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

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

The estimated useful lives range as follows:

				Computer software	-		4 - 10 years
				Other intangible fixed assets	-		4 years

2.12

Tangible fixed assets

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

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

Depreciation is provided on the following basis:

Leasehold improvements	-	Over the lease term
Motor vehicles	-	25%
Building improvements	-	25%
Computer equipment	-	25%
Right of use assets	-	Over the lease term

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

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

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.14

Stocks

Stocks comprise consumables and reagents.

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

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss. With effect from the year ended 31 December 2025, the company expenses consumables and reagents as incurred.

Page 19

VETERINARY PATHOLOGY GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.15

Debtors

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

2.16

Cash and cash equivalents

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

2.17

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

2.18

Financial instruments

The company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value.

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

Fair value through profit or loss

All of the company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset.

Impairment of financial assets

The company always recognises lifetime expected credit loss ('ECL') for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

Page 20

VETERINARY PATHOLOGY GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.18

Financial instruments (continued)

Financial liabilities

Fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

2.19

Share capital

Ordinary shares are classified as equity.

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

In the application of the company's accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 year if the revision affects both current and future years.

Investment in subsidiaries

The company determines whether its investment is impaired when changes in events or situations indicate that the carrying value might not be recoverable. The directors will assess if there are indicators of impairment, and if appropriate, use their judgement to ascertain the recoverable amount of the investment in the subsidiary. The directors use the discounted cashflow method and if the recoverable amount is less than the carrying value the company recognises an impairment charge. The directors apply an appropriate discount rate and growth rate to estimate future cash flows to value the recoverable amount of its investment.

The company wholly owns Veterinary Pathology Group Ireland Limited. An impairment review has been undertaken and the directors have concluded that no impairment is required (2024: £764,550). Key assumptions in the impairment review comprise rate of growth, gross margin, operating margin and cost of capital. The review is based on a base cost discounted cash flow model.

Page 21

VETERINARY PATHOLOGY GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

	Provision of veterinary pathology services	11,240,649	11,382,768

All turnover arose within the United Kingdom.

5.	Other operating income
		2025	2024
		£	£

Other operating income	14,739	9,592
Rental income from subleasing right-of-use assets	27,751	-
	42,490	9,592

Research & development charged as an expense	-	4,100
Exceptional items - restructuring	-	450,085
Bad debts	-	5,939
Depreciation of tangible fixed assets	925,154	450,881
Amortisation of intangible assets	156,738	111,537
Lease expenses relating to short-term leases or leases of low-value assets	61,122	216,930
Exchange differences	(8,038)	14,698

Fees payable to the company's auditor for the audit of the company's financial statements

49,350

45,000

Page 22

VETERINARY PATHOLOGY GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Wages and salaries	6,477,103	6,324,066
Social security costs	754,523	680,201
Cost of defined contribution scheme	163,838	143,908
	7,395,464	7,148,175

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

	2025	2024
	No.	No.

Operational	126	122
Administration	15	15

	141	137

9.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	404,972	156,000
Company contributions to defined contribution pension schemes	12,327	12,480
	417,299	168,480

	During the year retirement benefits were accruing to 1 director (2024 - 1) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £404,972 (2024 - £156,000).
	The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £12,327 (2024 - £12,480).

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the company. There are no members of key management personnel for the company besides the directors.

Page 23

VETERINARY PATHOLOGY GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10.	Interest payable and similar expenses
		2025	2024
		£	£

Other loan interest payable	-	33,562
Loans from group undertakings	107,677	-
Interest on lease liabilities	111,144	100,990
	218,821	134,552



Total current tax	-	-

Total deferred tax


	Tax on loss	-	-

Loss on ordinary activities before tax

(1,847,164)

(2,338,364)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(461,791)	(584,591)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	8,492	2,644
Capital allowances for year in excess of depreciation	52,564	-
Unrelieved tax losses carried forward	400,735	581,245
Other changes	-	702
Total tax charge for the year	-	-

Page 24

VETERINARY PATHOLOGY GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.Taxation (continued)

Factors that may affect future tax charges

There is an unrecognised deferred tax asset of £1,486,000 (2024: £863,000) in relation to the unrelieved tax losses. The deferred tax asset has not been recognised due to the uncertainty as to the timing of future taxable profits.

12.	Intangible assets

	Other intangible fixed assets	Computer software	Total
	£	£	£
Cost
At 1 January 2025	33,453	1,382,180	1,415,633
Additions	-	196,000	196,000
At 31 December 2025	33,453	1,578,180	1,611,633
Amortisation
At 1 January 2025	33,453	250,001	283,454
Charge for the year	-	156,738	156,738
At 31 December 2025	33,453	406,739	440,192
Net book value
At 31 December 2025	-	1,171,441	1,171,441
At 31 December 2024	-	1,132,179	1,132,179

Page 25


VETERINARY PATHOLOGY GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

13.

Tangible fixed assets

	Leasehold improve-ments	Motor vehicles	Laboratory equipment	Computer equipment	Right-of-use assets	Total
	£	£	£	£	£	£
Cost or valuation
At 1 January 2025	-	66,987	1,481,995	165,146	2,999,812	4,713,940
Additions	435,719	-	60,120	29,088	580,021	1,104,948
Disposals	-	-	-	-	(437,793)	(437,793)
At 31 December 2025	435,719	66,987	1,542,115	194,234	3,142,040	5,381,095
Depreciation
At 1 January 2025	-	66,987	689,587	109,068	1,410,008	2,275,650
Charge for the year on owned assets	45,865	-	385,163	26,124	-	457,152
Charge for the year on leased assets	-	-	-	-	468,002	468,002
Disposals	-	-	-	-	(437,793)	(437,793)
At 31 December 2025	45,865	66,987	1,074,750	135,192	1,440,217	2,763,011
Net book value
At 31 December 2025	389,854	-	467,365	59,042	1,701,823	2,618,084
At 31 December 2024	-	-	792,408	56,078	1,589,804	2,438,290

Page 26

VETERINARY PATHOLOGY GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.Tangible fixed assets (continued)

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

	Leasehold improvements	389,854	-

The net book value of owned and leased assets included as "Tangible fixed assets" in the balance sheet is as follows:
	2025	2024
	£	£


Tangible fixed assets owned	916,261	848,486
Right-of-use tangible fixed assets	1,701,823	1,589,804
	2,618,084	2,438,290

Information about right-of-use assets is summarised below:
Net book value
	2025	2024
	£	£

Properties	1,612,921	1,392,404
Motor vehicles	69,602	197,400
Office and computer equipment	19,300	-
	1,701,823	1,589,804

Depreciation charge for the year ended
	2025	2024
	£	£

Properties	315,362	314,248
Motor vehicles	150,885	11,612
Office and computer equipment	1,755	-
	468,002	325,860

Page 27

VETERINARY PATHOLOGY GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Fixed asset investments

	Investments in subsidiary company	Loans to subsidiaries	Total
	£	£	£
Cost
At 1 January 2025	2,467,370	500,000	2,967,370
At 31 December 2025	2,467,370	500,000	2,967,370
Impairment
At 1 January 2025	1,000,056	-	1,000,056
At 31 December 2025	1,000,056	-	1,000,056
Net book value
At 31 December 2025	1,467,314	500,000	1,967,314
At 31 December 2024	1,467,314	500,000	1,967,314

The directors have undertaken an impairment review on the carrying value of the investment in the subsidiary undertaking. Key assumptions comprise the rate of growth of the business, including recent contract wins, the inflation rate and the discount rate. A range of sensitivities have been considered, both downside and upside. The carrying value of the investment is considered a key judgement disclosed in note 3.

Subsequent to the year end, the loan was repaid.

Subsidiary undertaking
The following was a subsidiary undertaking of the company:
Name	Principal activity	Class of shares	Holding

Veterinary Pathology Group Ireland Limited

Veterinary pathology activities

Ordinary

100%

The registered office of Veterinary Pathology Group Ireland Limited is Cherrywood Business Park, Building 10, Floor 2, Loughlinstown, Dublin D18 T3Y1, Ireland.

Page 28

VETERINARY PATHOLOGY GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.	Stocks
		2025	2024
		£	£

	Consumables and reagents	-	190,576

With effect from the year ended 31 December 2025, the company expenses consumables and reagents as incurred.

16.

Debtors

					2025	2024
					£	£


Trade debtors	1,999,289	1,873,259
Amounts owed by group undertakings	368,363	295,069
Other debtors	19,352	91,260
Prepayments and accrued income	314,722	444,272
	2,701,726	2,703,860

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

17.	Cash and cash equivalents
		2025	2024
		£	£

	Cash at bank and in hand	786,866	2,204,193

18.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Trade creditors	582,000	395,336
Amounts owed to group undertakings	200,485	2,033,562
Other taxation and social security	618,440	649,511
Lease liabilities	404,321	413,767
Other creditors	42,714	47,939
Accruals and deferred income	369,089	1,183,365
	2,217,049	4,723,480

At 31 December 2024, the amounts owed to group undertakings comprised an unsecured revolving credit facility, interest-bearing at 6.25% per annum, unsecured and repayable on demand. The amount was repaid during the year. At 31 December 2025, the balance was interest-bearing at 4% per annum, unsecured and repayable on demand.

Page 29

VETERINARY PATHOLOGY GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

19.	Creditors: Amounts falling due after more than one year
		2025	2024
		£	£

	Lease liabilities	1,664,914	1,568,704

20.	Leases
	Company as a lessee
	The company has commited to various lease contracts for office spaces, laboratory spaces and motor vehicles used in its operations. Leases of office and laboratory spaces generally have terms of 2 to 15 years. Lease assets and lease liabilities are recognised based on the implicit rates of interest in each lease, generally between 3% and 10% depending on the nature and the term of the lease.

Lease liabilities are due as follows:
	2025	2024
	£	£

Within one year	404,321	413,767
Between one year and five years	1,162,662	915,977
Later than five years	502,252	652,727
	2,069,235	1,982,471

The following amounts in respect of leases, where the company is a lessee, have been recognised in profit or loss:
	2025	2024
	£	£

Interest payable

111,144

100,990

21.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

3 (2024 - 3) Ordinary share capital shares of £1.00 each	3	3

There is a single class of Ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.

Page 30

VETERINARY PATHOLOGY GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

22.

Reserves

Share premium account

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

Capital contribution reserve

Capital contribution reserve represents non-reciprocal, permanent transfers of value made by shareholders to the company without issuing new shares.

Merger reserve

The merger reserve relates to the difference between the cost of the company's investments and the nominal value of the share capital acquired.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

23.	Prior year restatement

During the year, certain historic share capital transactions were reviewed. The directors determined that an amount of £17,801,597, previously classified as capital contribution reserve, should in fact have been reflected as share premium. Accordingly, the share premium account, as at 31 December 2023 and 31 December 2024, has been increased by this amount with a corresponding reduction in the capital contribution reserve. The prior year restatement has no impact on net assets nor the loss incurred in 2024 or prior.

24.	Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £138,924 (2024: £143,908).

25.Capital commitments

The company has entered into agreements for services amounting to £198,092 (2024: £366,092) payable within one year.

In addition, the company entered into a capital commitment amounting to £88,000 (2024: £Nil) prior to the year end.

Page 31

VETERINARY PATHOLOGY GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

26.	Commitments under operating lease
	At 31 December 2025 the company had future minimum lease receipts from non-cancellable operating lease for each of the following periods:
		2025	2024
		£	£


Not later than 1 year	25,169	22,881
Later than 1 year and not later than 5 years	-	25,169
	25,169	48,050

27.	Related party transactions

As permitted by FRS 101, the company has taken advantage of the exemption contained in IAS 24 Related Party Disclosures not 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.

Transactions with other related parties are as follows:

During the year the company incurred expenses with Jaigo Limited in relation to software development of £196,000 (2024: £449,295) and software maintenance cost of £8,400 (2024: £nil). The director and shareholder of Jaigo Limited is the spouse of a director of the company during the year. At the year end the company owed Jaigo limited £nil (2024: £58,440)

Amounts owed to related parties are unsecured, interest free and due for repayment within one year.

28.	Controlling party

In the opinion of the directors, the Company's ultimate parent company and ultimate controlling party is Zoetis Inc., a company registered in Delaware of the USA.

The company's immediate controlling party is Zoetis B.V., a company registered in the Netherlands and whose registered office is Rivium Westlaan 74, 2909LD Capelle aan den IJssel, Netherlands.

Copies of the group financial statements for Zoetis Inc. are available on request from 10 Sylvan Way, Parsippany, New Jersey, NJ 07054, USA or at www.zoetis.com.

Page 32