Company registration number 05732681 (England and Wales)
MICHELSON DIAGNOSTICS LTD
ANNUAL REPORT AND
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 SEPTEMBER 2025
PAGES FOR FILING WITH REGISTRAR
MICHELSON DIAGNOSTICS LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
MICHELSON DIAGNOSTICS LTD
BALANCE SHEET
AS AT 30 SEPTEMBER 2025
30 September 2025
- 1 -
2025
2024
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
3
91,191
85,278
Investments
4
20,001
20,001
111,192
105,279
Current assets
Stocks
374,426
461,150
Debtors
5
112,088
370,859
Cash at bank and in hand
244,590
119,362
731,104
951,371
Creditors: amounts falling due within one year
6
(599,248)
(513,446)
Net current assets
131,856
437,925
Total assets less current liabilities
243,048
543,204
Creditors: amounts falling due after more than one year
7
-
0
(6,091)
Provisions for liabilities
(6,339)
-
0
Net assets
236,709
537,113
Capital and reserves
Called up share capital
8
326,986
326,794
Share premium account
15,656,763
15,429,944
Profit and loss reserves
(15,747,040)
(15,219,625)
Total equity
236,709
537,113

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 26 February 2026 and are signed on its behalf by:
Mr J D Holmes
Mr K A D'Silva
Director
Director
Company registration number 05732681 (England and Wales)
MICHELSON DIAGNOSTICS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 2 -
1
Accounting policies
Company information

Michelson Diagnostics Ltd is a private company limited by shares incorporated in England and Wales. The address of the registered office and place of business is given in the company information page of these financial statements.

1.1
Basis of preparation

These financial statements have been prepared in accordance with applicable accounting standards including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

1.2
Going concern

These financial statements are prepared on the going concern basis. A true t the time of approving the financial statements, the directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. This expectation is based on the annual cashflow and budget prepared along with monthly management accounts which are regularly considered against expectations derived by management. The directors and management have also loaned the company £100,000 during the year along with a capital issue in the year which has raised £250,000; both of which support the expectation for the future of the company. However, the directors are aware of certain material uncertainties which may cause doubt on the company's ability to continue as a going concern. The company has made historic trading losses and a net loss in the financial year ended 30 September 2025.

1.3
Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

- the Company has transferred the significant risks and rewards of ownership to the buyer;

- the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; the amount of revenue can be measured reliably;

- it is probable that the Company will receive the consideration due under the transaction; and

- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

- the amount of revenue can be measured reliably;

- it is probable that the Company will receive the consideration due under the contract;

- the stage of completion of the contract at the end of the reporting period can be measured reliably; and

- the costs incurred and the costs to complete the contract can be measured reliably.

MICHELSON DIAGNOSTICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 3 -

Equipment rental income

Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

1.4
Research and development expenditure

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

1.5
Tangible fixed assets

Tangible fixed assets are measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Plant and equipment
33% straight line
Other fixed assets
33% straight line
1.6
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities 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.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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, or the asset's cash generating unit is estimated and compared to the carrying amount in order to determine the extent of the impairment loss (if any). Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in the profit and loss account unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on the first in, first out basis, Work in progress and finished goods comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

1.9
Financial instruments

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

MICHELSON DIAGNOSTICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1
Accounting policies
(Continued)
- 4 -

Debtors and creditors with no stated interest rate and receivable or payable within one year are measured at transaction price. Any losses arising from impairment are recognised in the profit and loss account.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

1.11
Provisions

Provisions are recognised when the company has a legal or constructive present obligation 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.

1.12
Employee benefits

When employees have rendered service to the company, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to the profit and loss account on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in the profit and loss account .

MICHELSON DIAGNOSTICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 5 -
2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
6
8
3
Tangible fixed assets
Plant and equipment
Other fixed assets
Total
£
£
£
Cost
At 1 October 2024
54,237
86,224
140,461
Additions
13,822
48,001
61,823
Disposals
-
0
(25,819)
(25,819)
At 30 September 2025
68,059
108,406
176,465
Depreciation and impairment
At 1 October 2024
20,049
35,134
55,183
Depreciation charged in the year
19,068
31,821
50,889
Eliminated in respect of disposals
-
0
(20,798)
(20,798)
At 30 September 2025
39,117
46,157
85,274
Carrying amount
At 30 September 2025
28,942
62,249
91,191
At 30 September 2024
34,188
51,090
85,278
4
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
20,001
20,001
5
Debtors
2025
2024
Amounts falling due within one year
£
£
Trade debtors
43,639
234,462
Corporation tax recoverable
7,733
55,076
Other debtors
42,118
58,413
Prepayments and accrued income
18,598
22,908
112,088
370,859
MICHELSON DIAGNOSTICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 6 -
6
Creditors: amounts falling due within one year
2025
2024
£
£
Bank loans
7,022
10,365
Trade creditors
264,850
245,129
Taxation and social security
8,637
9,109
Other creditors
318,739
248,843
599,248
513,446
7
Creditors: amounts falling due after more than one year
2025
2024
£
£
Bank loans and overdrafts
-
0
6,091
8
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
192,423
192,423
192,423
192,423
A Ordinary shares of £1 each
116,630
116,630
116,630
116,630
A1 Ordinary shares of 10p each
125,677
125,677
12,568
12,568
A2 Ordinary shares of 0.1p each
253,399
253,399
253
253
B Ordinary shares of 0.1p each
269,862
269,862
270
270
C Ordinary shares of 0.1p each
2,321,860
2,321,860
2,323
2,323
C1 Ordinary shares of 0.1p each
2,325,026
2,326,693
2,352
2,327
D Ordinary shares of 0.1p each
166,658
-
167
-
5,771,535
5,606,544
326,986
326,794
9
Audit report information

As the profit and loss account has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Material uncertainty related to going concern

We draw attention to n ote 1.2 in the financial statements, which indicates that the company’s ability to continue trading is reliant on the financial support provided by its investors and directors. The company incurred a net loss during the year ended 30 September 2025 and for a number of previous financial year ends. These conditions indicate that a material uncertainty exists that may cast doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Senior Statutory Auditor:
Richard Buckby FCA
Statutory Auditor:
Newby Castleman LLP
Date of audit report:
26 February 2026
MICHELSON DIAGNOSTICS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
- 7 -
10
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2025
2024
£
£
25,257
30,242
11
Events after the reporting date

On 23 October 2025 the Company issued 166,667 D ordinary shares for a total consideration of £250,000.

12
Prior period adjustment

The prior period adjustment relates to a restatement of the previously reported profit and loss account and balance sheet figures in relation to the overstatement of group undertaking balances. The comparative figures have been adjusted as follows:

Changes to the balance sheet
As previously reported
Adjustment
As restated at 30 Sep 2024
£
£
£
Creditors due within one year
Amounts owed to group undertakings
(535,117)
535,117
-
0
Capital and reserves
Profit and loss reserves
(15,754,742)
535,117
(15,219,625)
Changes to the profit and loss account
As previously reported
Adjustment
As restated
Period ended 30 September 2024
£
£
£
Provision for group company balances
-
535,117
535,117
Loss for the financial period
(835,016)
535,117
(299,899)
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