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EXECUTIVE CHAIRMAN'S REPORT

The Company disposed of its only trading subsidiary Concepta Diagnostics Limited (“CDL”), to Boots UK Limited (“Boots”) for £2.375m in cash, on 10 November 2025. Its remaining dormant subsidiary, Fortis Cardiff Limited (“FCL”), was liquidated on 25 August 2026. The Company is therefore an AIM Rule 15 cash shell. 

Since the disposal of CDL the Board has been carefully considering the strategic options open to it with a view to maximising shareholder value. As previously reported, as part of this process, the Board consulted with the Company’s major shareholders regarding the Company’s future strategy, including the potential return of cash to Shareholders and the possible pursuit of a reverse takeover opportunity. During those consultations, the Board engaged with Mercia, the Company’s largest shareholder, who indicated that they would not support an acquisition as they wished to liquidate their investment in the Company. As a result of these discussions the Board concluded that it was in the best interests of the Company to find a mechanism which addressed both Mercia’s requirements and the desire of other significant shareholders to seek an acquisition. The Board therefore obtained shareholders’ approval at a General Meeting held on 28 April 2026 to utilise some of the Company’s surplus cash to acquire 13,717,619 shares held in Mercia in various accounts, at a discount to the Company’s net asset value (“NAV”), for a total consideration of approximately £1.23m. This enables the Company to pursue an accretive acquisition capable of obtaining shareholders’ approval. 

As the Board also noted that the Company’s shares were trading on AIM below their NAV, a further 5,866,232 shares were acquired on the open market for a total consideration of £487,000 during the period under review. These share buybacks increased the NAV per share for remaining shareholders to 10.83p per share (H1 2025: 10.83p; FY 2025: 10.34p). 

Since the disposal of CDL the Board has reviewed and reduced the recurring operating costs of the business whilst it seeks an accretive acquisition. Administration expenses, which amounted to £298,000 (H1 2025: £257,000; FY 2025: £800,000) were reduced in prior periods by management fees of £nil (H1 2025: £185,000; FY 2025: £375,000) charged to the trading subsidiaries. In addition, as the business is now a cash shell, the Company is no longer able to recover VAT on its purchases. It has also incurred legal and other costs of approximately £66,000 associated with the share buybacks in the period under review. 

As previously reported, FCL submitted claims to HMRC for the repayment of VAT levied on COVID PCR tests sold in earlier years.  As these claims have now been settled, and FCL liquidated, exceptional income of £79,000 (H1 2025: £nil; FY 2025: £228,000) has been recognised in the profit and loss account of the discontinued operations.  

At 30 June 2026 the Company had cash balances of £3.48m (H1 2025: £5.06m; FY 2025: £5.76m). 

During the period under review the Company has been presented with a significant number of potential acquisition opportunities, two of which appeared attractive and were investigated further. However, after initial due diligence, neither proved to be suitable. The Board is, however, currently evaluating other interesting opportunities and will update shareholders as appropriate. 

The Company’s shares were suspended from trading on AIM on 11 May 2026 pursuant to AIM Rule 40 and if they remain suspended for six months, its AIM listing will be cancelled. However, as previously reported, if the Company was to lose its AIM listing under AIM Rule 41 (i.e. the Company is unable to complete an acquisition in line with AIM Rule 15 by 11 November 2026) the Directors will fully explore seeking an alternative listing on the Aquis Stock Exchange in order to maintain an orderly market in the ordinary shares.  

 

Adam Reynolds      
Executive Chairman       

 

14 September 2026