Company No: 11002717 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	Emil Andersen
	Daniel Gewecke Daugaard-Jensen
	Hanadi Jabado (Resigned 08 April 2025)
	Joern Larsen (Resigned 26 November 2024)
	Mladen Miliksic (Appointed 26 November 2024)
	Nicholas Xavier Gwinnett Sharp
	Morten Gorm Ulsted

REGISTERED OFFICE	6 Hookers Road
	C/O Yonder Office
	London
	E17 6DP
	United Kingdom

COMPANY NUMBER

11002717 (England and Wales)

ACCOUNTANT	Gravita Business Services II Limited
	Aldgate Tower
	2 Leman Street
	London
	E1 8FA
	United Kingdom

	Note	2024		2023
		£		£
Fixed assets
Tangible assets	3	8,368		1,546
Investments	4	100		100
		8,468		1,646
Current assets
Stocks		18,562		27,701
Debtors	5	30,986		424,932
Investments	6	1,722,069		1,722,069
Cash at bank and in hand		63,772		86,685
		1,835,389		2,261,387
Creditors: amounts falling due within one year	7	( 424,567)		( 546,499)
Net current assets		1,410,822		1,714,888
Total assets less current liabilities		1,419,290		1,716,534
Creditors: amounts falling due after more than one year	8	( 455,134)		0
Net assets		964,156		1,716,534
Capital and reserves
Called-up share capital		529		529
Share premium account		4,558,920		4,558,920
Equity reserve		49,000		0
Other reserves		3,704		3,704
Profit and loss account		( 3,647,997 )		( 2,846,619 )
Total shareholders' funds		964,156		1,716,534

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 ExSeed Health Limited (registered number: 11002717) were approved and authorised for issue by the Board of Directors on 05 December 2025. They were signed on its behalf by:

M G Ulsted 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

ExSeed Health Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 6 Hookers Road, C/O Yonder Office, London, E17 6DP, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, 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 have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due 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 an associate company and 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 goods and 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.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer. Turnover from the sale of goods is recognised on delivery to the customer. Any invoices raised in advance of delivery are deferred.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

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 [appropriate pricing] 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.

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.

Research & development costs

Research expenditure is written off as incurred. Development expenditure is also written off, except where the directors are satisfied as to the technical, commercial and financial viability of individual projects. In such cases, the identifiable expenditure is capitalised as an intangible asset and amortised over the period during which the Company is expected to benefit.

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, other than investment property and freehold land, 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	3 years straight line
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.

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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

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.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defective items where appropriate.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents

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

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 initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. 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, loans from fellow group companies and preference shares that are classified as debt, are initially 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. 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.

Investments
Investments in non-convertible preference shares and non-puttable ordinary or preference shares (where shares are publicly traded or their fair value is reliably measurable) are measured at fair value through the Profit and Loss Account. Where fair value cannot be measured reliably, investments are measured at cost less impairment.

Convertible loan notes
The Company has issued convertible loan notes which are classified as compound financial instruments under FRS 102 Section 22. A compound financial instrument contains both a liability component and an equity component.
On initial recognition, the liability component is measured at the present value of future cash flows (principal and any interest payable) discounted at the market rate of interest for similar debt instruments without a conversion feature. The equity component represents the residual amount after deducting the fair value of the liability from the total proceeds received and is credited to a separate reserve within equity.
Subsequent to initial recognition, the liability component is measured at amortised cost using the effective interest method. Interest expense is recognised in profit or loss over the term of the instrument based on the effective interest rate. The equity component is not remeasured after initial recognition.
Interest payable under the terms of the instrument is recognised only when the conditions for payment are met (e.g., redemption, share sale, or default).

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.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	5		6

3. Tangible assets

	Plant and machinery		Computer equipment		Total
	£		£		£
Cost
At 01 January 2024	0		2,628		2,628
Additions	6,972		2,124		9,096
Minor difference arises in Computer Equipment	0		0		0
At 31 December 2024	6,972		4,752		11,724
Accumulated depreciation
At 01 January 2024	0		1,082		1,082
Charge for the financial year	1,162		1,112		2,274
At 31 December 2024	1,162		2,194		3,356
Net book value
At 31 December 2024	5,810		2,558		8,368
At 31 December 2023	0		1,546		1,546

4. Fixed asset investments

	2024		2023
	£		£
Other investments and loans	100		100

Investments in shares

Name of entity	Registered office	Principal activity	Class of shares	Ownership 31.12.2024	Ownership 31.12.2023
Exseed Health ApS	Njalsgade 21G, 4th floor, 2300 Copenhagen S, Denmark	Software development	Ordinary	100.00%	100.00%

5. Debtors

	2024		2023
	£		£
Trade debtors	13,890		12,524
Amounts owed by Group undertakings	0		316,086
Prepayments	7,066		5,915
Corporation tax	0		72,055
Other debtors	10,030		18,352
	30,986		424,932

Amounts owed by Group undertakings are repayable on demand and do not bear interest.

6. Current asset investments

	2024		2023
	£		£
Investments	1,722,069		1,722,069

The investment relates to a loan previously advanced to the subsidiary, ExSeed Health ApS. On 1 January 2023, this loan was converted into equity in the subsidiary. The carrying value of the investment reflects the amount of the loan at the date of conversion.

7. Creditors: amounts falling due within one year

	2024		2023
	£		£
Bank loans	17,315		0
Trade creditors	86,682		73,660
Amounts owed to Group undertakings	85,333		338,992
Other taxation and social security	41,338		22,127
Other creditors	193,899		111,720
	424,567		546,499

Amounts owed to Group undertakings are repayable on demand and do not bear interest.

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

	2024		2023
	£		£
Convertible loan notes	455,134		0

There are no amounts included above in respect of which any security has been given by the small entity.

9. Convertible loans

On 20 March 2024, the Company issued £490,000 of £2,000,000 - 5% fixed rate unsecured convertible loan notes due in 2026. The notes are convertible into equity shares of the Company upon certain events, including a qualifying fundraising or share sale, at a conversion price determined by the instrument. The notes are unsecured obligations of the Company.
The instrument provides that interest at 5% per annum is payable only if the notes are redeemed at maturity, upon a share sale, or in the event of default. No such event had occurred by 31 December 2024.
The notes have been accounted for as a compound financial instrument under FRS 102 Section 22. The liability component was measured at £441,000 on initial recognition, with the residual £49,000 credited to equity as a convertible option reserve. The liability is subsequently measured at amortised cost using the effective interest method.
At 31 December 2024, the carrying amounts were:
•Convertible Loan Notes Liability: £455,134 (including accrued interest of £14,134)
•Equity – Convertible Option Reserve: £49,000
Key Terms:
•Maturity: 2026
•Interest: 5% per annum (conditional)
•Conversion: Automatic on qualifying fundraising or at the option of noteholders
•Governing Law: England and Wales

The net proceeds received from the issue of the convertible loan notes have been split between the liability element and an equity component, representing the fair value of the embedded option to convert the liability into equity of the Company, as follows:

	2024
	£
Nominal value of convertible loan notes issued	490,000
Equity component	(49,000)
Liability components at date of issue	441,000
Interest charged	14,134
Interest paid	0
Liability component at 31 December 2024	455,134

10. Related party transactions

Remuneration was paid to the director's of £12,500 (2023 : £75,000). The director's are the only key management personnel of this company.
Included within other creditors is a director's loan of £1,481 (2023: £1,481). The loan is interest free and repayable on demand.
The Company has taken advantage of the exemptions available in Section 33 Related Party Transactions of FRS 102 to not disclose transactions between wholly owned subsidiaries in the group.

11. Ultimate controlling party

There is no individual ultimate controlling party.