REGISTERED NUMBER: 09343496 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

COTTON MOUTON DIAGNOSTICS LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

C J Allender

Dr J L Bowen

SECRETARY:

C J Allender

REGISTERED OFFICE:

8 Cae Gwyrdd

Greenmeadow Springs

Cardiff

CF15 7AB

REGISTERED NUMBER:

09343496 (England and Wales)

ACCOUNTANTS:

Xeinadin South Wales and West Limited

Court House

Court Road

Bridgend

CF31 1BE

FIXED ASSETS

Tangible assets

4

260

-

CURRENT ASSETS

Stocks

84,597

95,764

Debtors

5

82,568

64,801

Cash at bank

10,607

5,103

177,772

165,668

CREDITORS

Amounts falling due within one year

6

294,437

212,390

NET CURRENT LIABILITIES

(116,665

)

(46,722

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(116,405

)

(46,722

)

CREDITORS

Amounts falling due after more than one year

7

484,091

437,792

NET LIABILITIES

(600,496

)

(484,514

)

CAPITAL AND RESERVES

Called up share capital

9

20,042

19,042

Share premium

10

3,416,860

3,267,860

Retained earnings

10

(4,037,398

)

(3,771,416

)

SHAREHOLDERS' FUNDS

(600,496

)

(484,514

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 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 25 September 2025 and were signed on its behalf by:

Dr J L Bowen - Director

1.	STATUTORY INFORMATION

Cotton Mouton Diagnostics Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address 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.

The presentation currency is £ sterling and the accounts are rounded to the nearest £.

Going Concern

In determining the appropriate basis of preparation of the financial statements, the directors are required to consider whether the company can continue in operational existence for the foreseeable future.

The Company continues to be in the early stages of commercialising its technology and as such revenues are just starting to being realised. To date, significant investment has been made in research, development and protection of the company's intellectual property with this investment being through both equity and grant funding. Although the Company has now moved into a revenue generating phase, and commercial traction is growing, further operating losses are anticipated in the future as this investment continues and revenues steadily grow

As at 31 December 2024, the Company had a cash balance of £10,607. The Company's cash flow forecasts indicate that further cash funding will be required prior to the end of 2025. The directors believe that the required additional funding will be obtained based on the continuing good technical and commercial progress the Company is making. In the post year end period, additional capital has been obtained via further share issue and further funds have been obtained by way of a new convertible loan note, with a further equity investment round underway to complete before the end of 2025. The company also continues to be actively engaged with a growing number of commercial partners. Therefore, the directors consider it appropriate to prepare the financial statements on the going concern basis

Turnover

Turnover represents net invoiced sales of products, sundry costs and services, excluding value added tax, except in respect of service contracts where turnover is recognised when the company obtains the right to consideration. Income is recognised upon transfer of products and sundry costs and when and services have been provided to the customer and when the amount can be reliably measured and it is probable that the amount will be received.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Office equipment

-

33% on cost

Lab equipment

-

33% on cost

Fixtures and fittings

-

33% on cost

Government grants

Grants received that relate to revenue and specific projects are recognised in other income over the period in which the related costs are incurred and project carried out. Grants related to expenses are recognised in other income as the grant becomes receivable. Such grants occur as a re-imbursement for expenses already incurred.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year 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 relevant, appropriate, significant and material 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 year 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate.

Financial instruments

Basic financial liabilities are recognised at fair value and accounted for at amortised cost. The finance element of any financial liability is charged to the income statement in the year it relates.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 6 (2023 - 6 ) .

4.	TANGIBLE FIXED ASSETS

Fixtures

Office

Lab

and

equipment

equipment

fittings

Totals

£

£

£

£

COST

At 1 January 2024

6,537

14,910

42,355

63,802

Additions

420

-

-

420

At 31 December 2024

6,957

14,910

42,355

64,222

DEPRECIATION

At 1 January 2024

6,537

14,910

42,355

63,802

Charge for year

160

-

-

160

At 31 December 2024

6,697

14,910

42,355

63,962

NET BOOK VALUE

At 31 December 2024

260

-

-

260

At 31 December 2023

-

-

-

-

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

-

2,868

Sundry debtors

18,934

435

R&D tax credits due

31,277

35,837

VAT recoverable

8,301

2,763

Prepayments

24,056

22,898

82,568

64,801

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Deferred management debt

53,600

98,094

IUK continuity loan

90,986

-

Other loans

20,000

-

Trade creditors

68,218

46,372

Social security and other taxes

9,349

9,210

Directors' loan accounts

40,000

49,771

Accruals

12,284

8,943

294,437

212,390

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

IUK continuity loan

300,676

381,778

Floating rate loan notes 2026

59,704

56,014

Deferred management debt

42,030

-

Directors' loan accounts

81,681

-

484,091

437,792

The floating rate Loan Notes attract interest at 1.5% plus LIBOR are unsecured and are repayable in full in 2026.

8.	SECURED DEBTS

The following secured debts are included within creditors:

2024

2023

£

£

IUK continuity loan

391,662

381,778

Deferred management debt

95,630

98,094

487,292

479,872

The deferred management debt had an original repayment date of February 2024 but this has now been extended to later on in 2025 and into 2026 and is secured by a fixed and floating charge over the company. The IUK continuity loan has a repayment date of October 2027 with capital repayments due to commence January 2025 and is secured by a fixed and floating charge over the company.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal Value:

2024

2023

£

£

5,861,160

Ordinary Shares

£0.0001

586

586

194,463

B Ordinary Shares

£0.0001

19

19

19,437,285*

Preference Shares

£0.001

19,437

18,437

*18,437,285

in 2023

20,042

19.042

During the year:

- 1,000,000 £0.001 Preference Shares (with a nominal value of £1,000) were issued at a premium of £0.12 per share (resulting in an increase in share premium of £119,000)

10.

RESERVES

Share premium account

The share premium account represents amounts raised on the initial allotment of share capital in excess of the nominal value of the shares issued and amounts adjusted on reclassification. This year, the share premium also includes £30,000 received on account relating to a post year end Advanced Subscription Agreement.

Retained earnings

The retained earnings represents the accumulated profits, losses and distributions of the Company.

11.	COMMITMENTS UNDER OPERATING LEASES

2024

2023

£

£

Total company commitments as at the balance sheet date

215,396

282,073

The above current year end commitment relates to an annual lease commitment due to expire in 2028.

12.	RELATED PARTY DISCLOSURES

During the current and previous year, the company was in receipt of a loan from some of its shareholders, (former) directors and key management in the form of deferred management debt. The total amount outstanding at the year end was £90,630 (2023 - £98,094). This loan was supposed to have been repaid by the end of February 2024 and until this date, attracted interest but has since become interest free and is now repayable by the end of 2026..

During the current and previous year, the company was in receipt of an interest free loan from its directors. The total amount outstanding at the year end was £121,681 (2023 - £49,771). After the year end, £40,000 (2023 - £30,000) of the loan balance was used as consideration for new shares.

During the current year, the company was in receipt of an interest free loan from some of its shareholders. The total amount outstanding at the year end was £20,000 (2023 - £nil). After the year end, the loan balance was used as consideration for new shares.

Included within trade creditors are £3,131 (2023 - £2,052) of unpaid directors expenses.

13.	POST BALANCE SHEET EVENTS

After the year end, but before the accounts were approved, the following relevant events occurred:

- further shares are due to be issued and an Advanced Subscription Agreement (ASA) resulted in:

i) £40,000 of directors loan creditor balance being converted into ASA proceeds

ii) £20,000 of other loans being converted into ASA proceeds

iii) £100,000 of new cash consideration being received

- the issuing of a new Convertible Loan Note (CLN) resulted in £500,000 of new cash consideration being received.

- a wider equity investment round is underway, with receipt of further funds anticipated before the close of 2025