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REGISTERED NUMBER: 08580083 (England and Wales)

UNAUDITED CESSATION FINANCIAL STATEMENTS

FOR THE PERIOD

1 JANUARY 2024 TO 28 FEBRUARY 2025

FOR

HEALTH CLINICS LIMITED

| HEALTH CLINICS LIMITED (REGISTERED NUMBER: 08580083) |

CONTENTS OF THE FINANCIAL STATEMENTS

FOR THE PERIOD 1 JANUARY 2024 TO 28 FEBRUARY 2025

Page |

| Company Information | 1 |

| Balance Sheet | 2 |

| Notes to the Financial Statements | 3 |

| HEALTH CLINICS LIMITED |

COMPANY INFORMATION

FOR THE PERIOD 1 JANUARY 2024 TO 28 FEBRUARY 2025

| DIRECTORS: | G Stoloff

| R J Huston

| D Monaghan

| REGISTERED OFFICE: | London BioScience Innovation Centre

| 2 Royal College Street

| London

| NW1 0NH

| REGISTERED NUMBER: | 08580083 (England and Wales)

| ACCOUNTANTS: | TC Group

| Baird House

| Seebeck Place

| Knowlhill

| Milton Keynes

| Buckinghamshire

| MK5 8FR

| HEALTH CLINICS LIMITED (REGISTERED NUMBER: 08580083) |

BALANCE SHEET

28 FEBRUARY 2025

| 2025 | 2023 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Investments | 4 | - |  | 2 |  |

CURRENT ASSETS

Debtors | 5 | - |  | 8,855 |  |

Cash at bank | - |  | 1,927 |  |

- |  | 10,782 |  |

CREDITORS

Amounts falling due within one year | 6 | 677,771 |  | 692,659 |  |

NET CURRENT LIABILITIES | (677,771 | ) | (681,877 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | (677,771 | ) | (681,875 | ) |

CAPITAL AND RESERVES

Called up share capital | 7 | 703,245 |  | 703,245 |  |

Share premium | 799,897 |  | 799,897 |  |

Retained earnings | (2,180,913 | ) | (2,185,017 | ) |

SHAREHOLDERS' FUNDS | (677,771 | ) | (681,875 | ) |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 28 February 2025.

The members have not required the company to obtain an audit of its financial statements for the period ended 28 February 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 13 August 2025 and were signed on its behalf by:

G Stoloff - Director

| HEALTH CLINICS LIMITED (REGISTERED NUMBER: 08580083) |

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD 1 JANUARY 2024 TO 28 FEBRUARY 2025

1. | STATUTORY INFORMATION

| Health Clinics Limited is a private company, limited by shares, registered in England and Wales. The company's registered number, registered office address and place of business can be found on the company information page.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

| Preparation of consolidated financial statements

| The financial statements contain information about Health Clinics Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

| Investments in subsidiaries

| Investments in subsidiary undertakings are recognised at cost.

| Taxation

| Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

| Research and development

| Expenditure on research and development is written off in the year in which it is incurred.

| Going concern.

| The company sold all of its operating assets in 2021 and since that time it has been operating. The directors have resolved that the company has finally ceased trading on 28 Febuary 2025 and these final accounts have been prepared on a break-up basis.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the period was 3 (2023 - 3 ) .

| HEALTH CLINICS LIMITED (REGISTERED NUMBER: 08580083) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 JANUARY 2024 TO 28 FEBRUARY 2025

4. | FIXED ASSET INVESTMENTS

| Shares in

| group

| undertakings

£ |

| COST OR VALUATION

| At 1 January 2024 | 2 |  |

| Disposals | (2 | ) |

| At 28 February 2025 | - |  |

| NET BOOK VALUE

| At 28 February 2025 | - |  |

| At 31 December 2023 | 2 |  |

| Cost or valuation at 28 February 2025 is represented by:

| Shares in |

| group |  | Listed |

| undertakings |  | investments |  | Totals

£ | £ | £ |

| Valuation in 2021 | - |  | (927,973 | ) | (927,973 | ) |

| Valuation in 2022 | - |  | (2,150,739 | ) | (2,150,739 | ) |

| Valuation in 2023 | (106,743 | ) | (438,867 | ) | (545,610 | ) |

| Cost | 106,743 |  | 3,517,579 |  | 3,624,322 |  |

5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2023 |

£ | £ |

| Amounts owed by group undertakings | - |  | 8,783 |  |

| Other debtors | - |  | 72 |  |

- |  | 8,855 |  |

6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2023 |

£ | £ |

| Trade creditors | - |  | 108 |  |

| Amounts owed to group undertakings | 677,771 |  | 688,551 |  |

| Other creditors | - |  | 4,000 |  |

677,771 |  | 692,659 |  |

| HEALTH CLINICS LIMITED (REGISTERED NUMBER: 08580083) |

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE PERIOD 1 JANUARY 2024 TO 28 FEBRUARY 2025

7. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid: |  | Nominal |  | 28.02.25 |  | 31.12.23 |

| Number: |  | Class: |  | value |  | £ |  | £ |

| 30,000,000 |  | Ordinary A shares |  | £0.01 |  | 300,000 |  | 300,000 |

| 284,234,449 |  | Ordinary B shares |  | £0.000001 |  | 284 |  | 284 |

| 33,205,466 |  | Ordinary C shares |  | £0.01 |  | 332,055 |  | 332,055 |

| 7,090,611 |  | Ordinary D shares |  | £0.01 |  | 70,906 |  | 70,906 |

|  | 703,245 |  | 703,245 |

8. | RELATED PARTY DISCLOSURES

| At the balance sheet date the company owed its ultimate parent company Peptcell Limited £677,770

| (2023: £688,551).

9. | ULTIMATE CONTROLLING PARTY

| The controlling party is Biocopea Limited.

| The ultimate controlling party is Peptcell Limited.