REGISTERED NUMBER: SC493988 (Scotland)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2025

FOR

FLEXMEDICAL SOLUTIONS

LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

Mr K Fallon

Mr M Whyte

Mr G J Baird

Mr D D Fitzgerald

REGISTERED OFFICE:

Unit 12-13 Eliburn Industrial Park

Eliburn

Livingston

West Lothian

EH54 6GQ

REGISTERED NUMBER:

SC493988 (Scotland)

ACCOUNTANTS:

S&W Partners (Scotland) Limited

Wallace House

Maxwell Place

Stirling

FK8 1JU

FIXED ASSETS

Intangible assets

4

189,028

19,682

Tangible assets

5

1,469,589

1,486,082

Investments

6

52,958

90,150

1,711,575

1,595,914

CURRENT ASSETS

Stocks

7

88,071

86,412

Debtors

8

1,073,297

831,128

Cash at bank

1,649,282

2,338,657

2,810,650

3,256,197

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

9

(737,981

)

(457,627

)

NET CURRENT ASSETS

2,072,669

2,798,570

TOTAL ASSETS LESS CURRENT LIABILITIES

3,784,244

4,394,484

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

10

(12,213

)

(98,308

)

PROVISIONS FOR LIABILITIES

13

(128,906

)

(240,860

)

NET ASSETS

3,643,125

4,055,316

CAPITAL AND RESERVES

Called up share capital

14

100

100

Fair value reserves

-

16,253

Share option reserve

74,060

-

Retained earnings

3,568,965

4,038,963

SHAREHOLDERS' FUNDS

3,643,125

4,055,316

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 April 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 30 April 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 15 January 2026 and were signed on its behalf by:

Mr K Fallon - Director

1.	STATUTORY INFORMATION

Flexmedical Solutions Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

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.

TURNOVER

Revenue from development contracts is recognised to reflect the economic substance of the transaction and the transfer of services and value to the customer over the term of the contract. Revenue is recognized as the services are provided, and costs are incurred, reflecting the performance delivered in each billing period.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of goods but determined by the facts of each order); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the buyer; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Revenue from transactions where the company is acting as an agent, arranging for the transfer of goods or services to the customer, is recognised on a net commission or net fee earned on the sale basis, rather than the gross sales amount

INTANGIBLE ASSETS

Intangible assets costs, including development costs and software implementation, have been capitalised. The assets are being amortised over the expected useful life of five years.

Development costs are capitalised in the year while any research costs are written off to profit and loss.

TANGIBLE FIXED ASSETS

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

Heritable property

-

15% per annum reducing balance and 2% per annum on cost

Tenant improvements

-

10% per annum on cost

Plant and machinery

-

14 - 20 % per annum on cost

Fixtures and fittings

-

25% per annum on cost

Motor vehicles

-

20% per annum reducing balance

Computer equipment

-

20% per annum on cost

At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss.

If an impairment loss subsequently reverses, the carry amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

FIXED ASSET INVESTMENT

The fixed asset investment is initially recognised at cost and revalued to fair value at the balance sheet date.

STOCKS

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

FINANCIAL INSTRUMENTS

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties.

Short-term debt instruments, including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

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.

The company accounts for Research and Development (R&D) tax credits in accordance with UK Generally Accepted Accounting Principles (UK GAAP). R&D tax credits are recognised when there is reasonable assurance that the company will be entitled to the credit and the amount can be reliably measured. The R&D tax credit is presented in the income statement as a reduction in the income tax expense or as other income, depending on the treatment of the credit.

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 year end and that are expected to apply to the reversal of the timing difference.

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 profit or loss in the period to which they relate.

SHARE-BASED PAYMENTS

Where share options are awarded to employees, the fair value of the options at the grant date is charged to profit and loss in year of issue, as no vesting period applies. The credit entry is recorded in a share options reserve within equity.

Where the terms and conditions of options are modified before the options are exercised, the increase in the fair value of the options is also charged to profit and loss.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 42 (2024 - 51 ) .

4.	INTANGIBLE FIXED ASSETS

Development

Software

costs

implementation

Totals

£

£

£

COST

At 1 May 2024

135,738

22,050

157,788

Additions

158,365

19,215

177,580

At 30 April 2025

294,103

41,265

335,368

AMORTISATION

At 1 May 2024

135,738

2,368

138,106

Amortisation for year

2,864

5,370

8,234

At 30 April 2025

138,602

7,738

146,340

NET BOOK VALUE

At 30 April 2025

155,501

33,527

189,028

At 30 April 2024

-

19,682

19,682

Intangible fixed assets with a carrying value of £189,028 (2024: £19,682) are pledged as security for the company's debt.

5.	TANGIBLE FIXED ASSETS

Heritable

Tenant

Plant and

property

improvements

machinery

£

£

£

COST

At 1 May 2024

430,824

348,825

1,426,099

Additions

19,588

13,222

267,164

Disposals

(16,875

)

(10,195

)

(4,353

)

At 30 April 2025

433,537

351,852

1,688,910

DEPRECIATION

At 1 May 2024

45,163

166,832

625,040

Charge for year

12,425

32,469

189,107

Eliminated on disposal

(7,481

)

(2,378

)

(3,299

)

At 30 April 2025

50,107

196,923

810,848

NET BOOK VALUE

At 30 April 2025

383,430

154,929

878,062

At 30 April 2024

385,661

181,993

801,059

Fixtures

and

Motor

Computer

fittings

vehicles

equipment

Totals

£

£

£

£

COST

At 1 May 2024

183,921

15,247

103,832

2,508,748

Additions

-

-

1,775

301,749

Disposals

(5,790

)

-

(38,801

)

(76,014

)

At 30 April 2025

178,131

15,247

66,806

2,734,483

DEPRECIATION

At 1 May 2024

115,545

8,192

61,894

1,022,666

Charge for year

42,117

1,411

13,660

291,189

Eliminated on disposal

(4,672

)

-

(31,131

)

(48,961

)

At 30 April 2025

152,990

9,603

44,423

1,264,894

NET BOOK VALUE

At 30 April 2025

25,141

5,644

22,383

1,469,589

At 30 April 2024

68,376

7,055

41,938

1,486,082

Tangible fixed assets with a carrying value of £1,469,589 (2024: £1,486,082) are pledged as security for the company's debt.

6.	FIXED ASSET INVESTMENTS

Other

investments

£

COST OR VALUATION

At 1 May 2024

90,150

Additions

53,464

Impairments

(90,656

)

At 30 April 2025

52,958

NET BOOK VALUE

At 30 April 2025

52,958

At 30 April 2024

90,150

Cost or valuation at 30 April 2025 is represented by:

Other

investments

£

Valuation in 2024

21,670

Valuation in 2025

(90,655

)

Cost

121,943

52,958

If the fixed asset investment had not been revalued it would have been included at the following historical cost:

2025

2024

£

£

Cost

121,943

68,480

Fixed asset investments were valued on an open market basis on 30 April 2025 by the directors .

Fixed asset investments with a carrying value of £52,958 (2024: £90,150) are pledged as security for the company's debt.

7.

STOCKS

2025

2024

£

£

Raw materials and consumables

88,071

86,412

Stocks with a carrying value of £88,071 (2024: £86,412) are pledged as security for the company's debt.

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

193,652

445,800

Other debtors

879,645

385,328

1,073,297

831,128

Debtors with a carrying value of £1,073,297 (2024: £831,128) are pledged as security for the company's debt.

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans

80,356

26,786

Trade creditors

164,011

215,118

Taxation and social security

94,041

84,864

Other creditors

399,573

130,859

737,981

457,627

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans

-

80,356

Other creditors

12,213

17,952

12,213

98,308

11.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

30,316

30,316

Between one and five years

60,632

90,948

90,948

121,264

12.	SECURED DEBTS

The following secured debts are included within creditors:

2025

2024

£

£

Bank loans

80,356

107,142

Bank loans are secured by a standard security over the property to which it relates along with a bond and floating charge over the company's whole assets and undertaking.

13.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

128,906

240,860

Deferred

tax

£

Balance at 1 May 2024

240,860

Credit to Income Statement during year

(111,954

)

Balance at 30 April 2025

128,906

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class

Nominal

2025

2024

value:

£

£

NIL

Ordinary

£1

-

96

NIL

B Ordinary

£1

-

4

9,600

Ordinary

1p

96

-

400

B Ordinary

1p

4

-

During the year, there was a sub-division of shares from £1 shares to 1p shares.

15.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

At 30 April 2025, an amount of £85,000 (2024 - £35,000) was due to the company from directors. Loans to directors are interest free and repayable on demand.

16.	SHARE-BASED PAYMENT TRANSACTIONS

2025

2024

£

£

Total expense recognised in profit or loss

74,060

-

Outstanding liability

74,060

-

The company operates an equity-settled share option scheme (the "Scheme") for qualifying employees. Options entitle holders to acquire ordinary shares in the Company at a fixed exercise price, subject to the scheme rules. The options vest immediately and have a contractual life of 10 years.

Where options are awarded to employees, because they vest immediately, the total grant-date fair value is recognised in full in the period of the grant. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing method.

The fair value per option granted and the assumptions used in the calculation are as follows:

Grant Date

05 July 2024

Share price at grant date

£153.95

Exercise price

£0.01

Expected volatility

65% p.a

Expected life

5 years

Risk-free rate

4.50%

Dividend yield

7.50%

Fair Value per option £

£105.80

Share price at grant date was based on an independent assessment of actual market value. Expected volatility is based on peer biotech comparables, adjusted for the private status of the company. The expected life reflects anticipated exercise behaviour in a privately owned biotechnology company, despite the 10-year contract term. The risk free rate is based on UK gilt yield at the time of grant with similar maturity. The dividend yield reflects the expected policy over the expected option life.

A reconciliation of the option movements to 30 April 2025 is shown below:

2025

2024

Number

Weighted Average Exercise Price

Number

Weighted Average Exercise Price

Outstanding at 1 May

-

£0.00

-

£0.00

Granted

700

£0.01

-

£0.00

Exercised

-

£0.00

-

£0.00

Forfeited

-

£0.00

-

£0.00

Outstanding at 30 April

700

£0.01

-

£0.00

If any options are forfeited post grant, the cumulative expense is not reversed for equity-settled awards with non-market vesting conditions once vesting has occurred. Subsequent exercises will be accounted for by crediting share capital and share premium with cash proceeds received (if any), and reclassifying the related amount from other reserves.