Company No: SC190078 (Scotland)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	2024		2023
		£		£
Fixed assets
Intangible assets	3	25,172		26,745
Tangible assets	4	51,345		62,873
Investments	5	0		6
		76,517		89,624
Current assets
Stocks		135,721		153,415
Debtors	6	309,009		44,444
Cash at bank and in hand		561,950		36,755
		1,006,680		234,614
Creditors: amounts falling due within one year	7	( 428,792)		( 186,791)
Net current assets		577,888		47,823
Total assets less current liabilities		654,405		137,447
Creditors: amounts falling due after more than one year	8	( 3,520,319)		( 2,708,844)
Net liabilities		( 2,865,914)		( 2,571,397)
Capital and reserves
Called-up share capital	9	4,599,743		4,599,743
Share premium account		18,123,312		18,123,312
Profit and loss account		( 25,588,969 )		( 25,294,452 )
Total shareholders' deficit		( 2,865,914)		( 2,571,397)

For the financial year ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Vascular Flow Technologies Limited (registered number: SC190078) were approved and authorised for issue by the Board of Directors on 19 September 2025. They were signed on its behalf by:

Craig Maxwell Dunlop Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Vascular Flow Technologies Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is Prospect Business Centre, Gemini Crescent, Dundee, DD2 1TY, Scotland, United Kingdom.

The financial statements have been prepared under the historical cost convention and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the company and rounded to the nearest £.

Going concern

The company is dependent on the successful commercialisation of its technology and the ability to secure additional finance in order to continue as a going concern. After reviewing forecasts; projections; and the availability of funds from the major shareholder, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Revenue is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Employee benefits

Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Other intangible assets

20 years straight line

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Plant and machinery	20 % reducing balance
Fixtures and fittings	20 % reducing balance
Office equipment	20 % reducing balance
Computer equipment	3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Leases

The Company as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the company reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Fixed asset investments

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

A subsidiary is an entity controlled by the company. 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

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Basic financial assets
Basic financial assets, which include debtors, cash and bank balances, are measured at transaction price including transaction costs.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, are recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Research and development

Research and development expenditure is recognised as an expense in the year in which it is incurred.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	8		9

3. Intangible assets

	Other intangible assets		Total
	£		£
Cost
At 01 January 2024	31,464		31,464
At 31 December 2024	31,464		31,464
Accumulated amortisation
At 01 January 2024	4,719		4,719
Charge for the financial year	1,573		1,573
At 31 December 2024	6,292		6,292
Net book value
At 31 December 2024	25,172		25,172
At 31 December 2023	26,745		26,745

4. Tangible assets

	Plant and machinery		Fixtures and fittings		Office equipment		Computer equipment		Total
	£		£		£		£		£
Cost
At 01 January 2024	324,453		14,576		5,722		30,980		375,731
Additions	1,274		0		0		710		1,984
Disposals	( 136,698)		0		( 1,273)		( 12,026)		( 149,997)
At 31 December 2024	189,029		14,576		4,449		19,664		227,718
Accumulated depreciation
At 01 January 2024	265,907		11,482		5,722		29,747		312,858
Charge for the financial year	11,476		932		0		845		13,253
Disposals	( 136,439)		0		( 1,273)		( 12,026)		( 149,738)
At 31 December 2024	140,944		12,414		4,449		18,566		176,373
Net book value
At 31 December 2024	48,085		2,162		0		1,098		51,345
At 31 December 2023	58,546		3,094		0		1,233		62,873

5. Fixed asset investments

Investments in subsidiaries

	2024
	£
Cost
At 01 January 2024	6
Disposals	( 6)
At 31 December 2024	0
Carrying value at 31 December 2024	0
Carrying value at 31 December 2023	6

6. Debtors

	2024		2023
	£		£
Trade debtors	41,755		4,283
Other debtors	267,254		40,161
	309,009		44,444

7. Creditors: amounts falling due within one year

	2024		2023
	£		£
Bank loans	11,251		11,251
Trade creditors	38,437		54,749
Other taxation and social security	8,368		8,567
Other creditors	370,736		112,224
	428,792		186,791

Included in Bank loans are amounts advanced to the company under the bounce back loan scheme. This loan is covered by a government backed guarantee.

8. Creditors: amounts falling due after more than one year

	2024		2023
	£		£
Bank loans	5,513		16,764
Other creditors	3,514,806		2,692,080
	3,520,319		2,708,844

Included in Bank loans are amounts advanced to the company under the bounce back loan scheme. This loan is covered by a government backed guarantee.

Included in Other creditors is a convertible loan facility provided by Nuthatches Limited of £3,355,000 (2023 - £2,535,000). Interest has been charged at 6% on advances to August 2022, 8% on advances to July 2023, 10% on advances to September 2024 and 9% thereafter.

Also included in Other creditors is a $200,000 loan facility from Covidien LP. This loan is secured by a floating charge over the assets of the business and interest is charged at 2.5%.

9. Called-up share capital

	2024		2023
	£		£
Allotted, called-up and fully-paid
14,899,083 Ordinary. shares of £ 0.10 each	1,489,908.30		1,489,908.30
100,673,429 Ordinary shares of £ 0.01 each	1,006,734.29		1,006,734.29
	2,496,642.59		2,496,642.59
140,000,000 A Preference shares of £ 0.01 each	1,400,000.00		1,400,000.00
70,310,000 B Preference shares of £ 0.01 each	703,100.00		703,100.00
	2,103,100.00		2,103,100.00
	4,599,742.59		4,599,742.59

The B Ordinary Preference shares carry the right to a preferential return of 3 times the subscription price paid per share of 5p prior to any other distribution being made. Thereafter the A Ordinary Preference shares are entitled to a return of 1 times the subscription price paid for each share of 5p, thereafter any remaining distribution will be made pro-rata amongst all shareholders.

The A and B ordinary Preference Shares carry a preferential right to dividends, with any declared dividend to be divided up so that B shareholders are entitled to receive 4 times the calculated dividend per share. A shareholders are entitled to 2 times the dividend per share and Ordinary shareholders the dividend per share per Ordinary share held.

10. Financial commitments

Commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

	2024		2023
	£		£
within one year	21,017		31,754