Company No: SC447227 (Scotland)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	2024		2023
		£		£
Fixed assets
Tangible assets	4	3,992		6,144
Investments	5	3		3
		3,995		6,147
Current assets
Debtors	6	304,296		210,344
Cash at bank and in hand		10,668		36,756
		314,964		247,100
Creditors: amounts falling due within one year	7	( 1,737,210)		( 1,161,323)
Net current liabilities		(1,422,246)		(914,223)
Total assets less current liabilities		(1,418,251)		(908,076)
Net liabilities		( 1,418,251)		( 908,076)
Capital and reserves
Called-up share capital	8	380		380
Share premium account		3,565,229		3,565,229
Profit and loss account		( 4,983,860 )		( 4,473,685 )
Total shareholders' deficit		( 1,418,251)		( 908,076)

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 Talking Medicines Limited (registered number: SC447227) were approved and authorised for issue by the Board of Directors on 17 September 2025. They were signed on its behalf by:

J Halliday 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

Talking Medicines 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 C/O Johnston Carmichael, 227 West George Street, Glasgow, G2 2ND, United Kingdom. The principal place of business is BECO Building, 58 Kingston Street, Glasgow, G5 8BP, 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 directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors note that the business has net liabilities of £1,418,251. The Company is supported through loans from the directors and group companies. The directors have confirmed that the loan facilities will continue to be available for at least 12 months from the date of signing these financial statements and the directors and group companies will continue to support the Company. Given the current position, the directors believe that any foreseeable debts can be met for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

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 except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

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.

Termination benefits are recognised as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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.

Share-based payment

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.

Fair value is measured by use of the Black-Scholes model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

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.

Tangible fixed assets

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

Plant and machinery	15 % reducing balance
Fixtures and fittings	10 % reducing balance
Computer equipment	3 years straight line

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. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

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.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are measured at transaction price including transaction costs. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

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.

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. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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.

Convertible loan notes
The component parts of compound instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. On initial recognition, the financial liability component is recorded at its fair value. At the date of issue, in the case of a convertible bond denominated in the functional currency of the issuer that may be converted into a variable number of equity shares or repaid in cash at the agreement of the Company and other note holders, the loan notes are classified as a liability and measured at FVTPL.

Government grants

Government grants are recognised based on the performance model and are measured at the fair value of the asset received or receivable when there is reasonable assurance that the company will comply with conditions attaching to them and the grants will be received.

A grant that specifies performance conditions is recognised in income only when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the grant proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	33		29

3. Share-based payments

Equity-settled share-based payment schemes

The Company has both an unapproved option scheme and an EMI option scheme.

Details of the share options outstanding during the financial year are as follows:

	2024			2023
	Weighted Average			Weighted Average
	Number of share options	Average exercise price (£)		Number of share options	Average exercise price (£)
Outstanding at beginning of period	18,869	1.62		20,575	1.55
Granted during the period	0	0		1,694	2.57
Forfeited during the period	( 1,994)	( 1.75)		( 3,400)	( 1.67)
Outstanding at the end of the period	16,875	1.60		18,869	1.62
Exercisable at the end of the period	0	0		0	0

The fair value of the share options at the grant date was calculated using the Black Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.

4. Tangible assets

	Plant and machinery		Fixtures and fittings		Computer equipment		Total
	£		£		£		£
Cost
At 01 January 2024	738		1,693		28,003		30,434
Additions	0		0		1,616		1,616
At 31 December 2024	738		1,693		29,619		32,050
Accumulated depreciation
At 01 January 2024	516		961		22,813		24,290
Charge for the financial year	33		111		3,624		3,768
At 31 December 2024	549		1,072		26,437		28,058
Net book value
At 31 December 2024	189		621		3,182		3,992
At 31 December 2023	222		732		5,190		6,144

5. Fixed asset investments

Investments in subsidiaries

	2024
	£
Cost
At 01 January 2024	3
At 31 December 2024	3
Carrying value at 31 December 2024	3
Carrying value at 31 December 2023	3

Investments in shares

Name of entity	Registered office	Principal activity	Class of shares	Ownership 31.12.2024	Ownership 31.12.2023
MedSmart Services Limited	Beco Building, 58 Kingston Street, Glasgow, Scotland, G5 8BP	Non-trading	Ordinary	100.00%	100.00%
CareConnect Call Limited	Beco Building, 58 Kingston Street, Glasgow, Scotland, G5 8BP	Non-trading	Ordinary	100.00%	100.00%
Talking Medicines Inc	95 Christopher Columbus Drive, Floor 16, Jersey City, NJ07302	Software development	Ordinary	100.00%	100.00%

6. Debtors

	2024		2023
	£		£
Trade debtors	37,140		27,360
Amounts owed by Group undertakings	124,744		65,666
Corporation tax	72,176		100,000
Other debtors	70,236		17,318
	304,296		210,344

Amounts owed by Group undertakings, Talking Medicines Inc, are payable on demand and bear no interest.

7. Creditors: amounts falling due within one year

	2024		2023
	£		£
Trade creditors	195,875		172,204
Convertible loan notes	1,064,011		662,660
Other taxation and social security	130,796		127,300
Other creditors	346,528		199,159
	1,737,210		1,161,323

The Convertible loan notes are measured at FVTPL. The loan notes are considered to be at fair value as the stated interest rate of 10% is deemed to reflect current market conditions. Accordingly, no fair value adjustments have been recognised as at the reporting date.

8. Called-up share capital

	2024		2023
	£		£
Allotted, called-up and fully-paid
206,813 Ordinary shares of £ 0.001 each	207		207
173,156 Series A ordinary shares of £ 0.001 each	173		173
	380		380

9. Financial commitments

Commitments

	2024		2023
	£		£
Total future minimum lease payments under non-cancellable operating lease	0		2,170

10. Related party transactions

Transactions with owners holding a participating interest in the entity

	2024		2023
	£		£
Amounts owed to shareholders	97,288		0

The loan amount above is repayable in the next 12 months and bears interest of 12% per annum.

Transactions with the entity's directors

	2024		2023
	£		£
Amounts owed to Directors	196,042		0

The amounts above are repayable on demand and bears no interest.