Company registration number 14259545 (England and Wales)
VIRTUE HEALTH GROUP LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
PAGES FOR FILING WITH REGISTRAR
VIRTUE HEALTH GROUP LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 12
VIRTUE HEALTH GROUP LIMITED
BALANCE SHEET
AS AT
31 JULY 2025
31 July 2025
- 1 -
2025
2024
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
5
1,300,232
895,473
Tangible assets
6
3,991
4,657
Investments
7
100
-
0
1,304,323
900,130
Current assets
Stocks
-
4,000
Debtors
9
448,912
258,535
Cash at bank and in hand
124,911
853,026
573,823
1,115,561
Creditors: amounts falling due within one year
10
(860,019)
(77,926)
Net current (liabilities)/assets
(286,196)
1,037,635
Net assets
1,018,127
1,937,765
Capital and reserves
Called up share capital
11
6
6
Share premium account
2,690,002
2,677,402
Other reserves
57,608
-
0
Profit and loss reserves
(1,729,489)
(739,643)
Total equity
1,018,127
1,937,765
VIRTUE HEALTH GROUP LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 JULY 2025
31 July 2025
- 2 -

For the financial year ended 31 July 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

T he members have not required the company to obtain an audit of its financial statements for the year in question 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.

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

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

The financial statements were approved by the board of directors and authorised for issue on 5 May 2026 and are signed on its behalf by:
Mr R N C Orford
Director
Company registration number 14259545 (England and Wales)
VIRTUE HEALTH GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2025
- 3 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
As restated for the period ended 31 July 2024:
Balance at 1 August 2023
5
960,199
-
(139,899)
820,305
Year ended 31 July 2024:
Loss and total comprehensive income
-
-
-
(599,744)
(599,744)
Issue of share capital
11
1
1,717,203
-
-
1,717,204
Balance at 31 July 2024
6
2,677,402
-
(739,643)
1,937,765
Year ended 31 July 2025:
Loss and total comprehensive income
-
-
-
(989,846)
(989,846)
Issue of share capital
11
-
0
12,600
-
-
12,600
Share based payments
-
-
57,608
-
0
57,608
Balance at 31 July 2025
6
2,690,002
57,608
(1,729,489)
1,018,127
VIRTUE HEALTH GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
- 4 -
1
Accounting policies
Company information

Virtue Health Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Spacemade, 10 Brindley Place, Birmingham, B1 2JB.

1.1
Basis of preparation

These financial statements have been prepared in accordance with 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.

1.2
Prior period error

A prior year adjustment was required as the equity settled share based payment costs had been incorrectly capitalised within the Development costs intangible asset rather than recognised through the profit and loss account. In addition, a separate prior year adjustment was required as the closing stock provision had been incorrectly recorded within the Development costs intangible asset rather than separately disclosed on the balance sheet.

1.3
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives.

Development costs
5 years straight line
1.5
Tangible fixed assets

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

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

Computers
5 years straight line
VIRTUE HEALTH GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 5 -
1.6
Fixed asset investments

Interests in subsidiaries 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 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). 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.

1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost 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.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash i n bank only.

1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

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

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include corporation tax recoverable, amounts owed by group undertakings, other 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.

Classification of financial liabilities

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.

VIRTUE HEALTH GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 6 -
Basic financial liabilities

Basic financial liabilities, including trade creditors, taxation and social security, and other creditors, 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 paymen ts 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. A m ounts 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.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

1.12
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. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. 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.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. 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. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

1.14
Retirement benefits

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

1.15
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

VIRTUE HEALTH GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 7 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Employees

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

2025
2024
Number
Number
Total
13
8
4
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
(148,237)
115,131
Deferred tax
Origination and reversal of timing differences
245,654
(184,068)
Total tax charge/(credit)
97,417
(68,937)
VIRTUE HEALTH GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 8 -
5
Intangible fixed assets
Development costs
£
Cost
At 1 August 2024
895,473
Additions
554,005
At 31 July 2025
1,449,478
Amortisation and impairment
At 1 August 2024
-
0
Amortisation charged for the year
149,246
At 31 July 2025
149,246
Carrying amount
At 31 July 2025
1,300,232
At 31 July 2024
895,473
6
Tangible fixed assets
Computers
£
Cost
At 1 August 2024
6,448
Additions
661
At 31 July 2025
7,109
Depreciation and impairment
At 1 August 2024
1,791
Depreciation charged in the year
1,327
At 31 July 2025
3,118
Carrying amount
At 31 July 2025
3,991
At 31 July 2024
4,657
VIRTUE HEALTH GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 9 -
7
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
100
-
0
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 August 2024
-
Additions
100
At 31 July 2025
100
Carrying amount
At 31 July 2025
100
At 31 July 2024
-

Shares in subsidiaries represent the company's 100% interest in the Ordinary share capital of The Home Hospital Limited, a company incorporated in the United Kingdom.

8
Subsidiaries

Details of the company's subsidiaries at 31 July 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
The Home Hospital Limited
10 Brindley Place, Birmingham, England, B1 2JB
Ordinary
100.00
9
Debtors
2025
2024
Amounts falling due within one year:
£
£
Corporation tax recoverable
148,237
-
0
Amounts owed by group undertakings
283,007
-
0
Other debtors
17,668
12,881
448,912
12,881
VIRTUE HEALTH GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
9
Debtors
(Continued)
- 10 -
2025
2024
Amounts falling due after more than one year:
£
£
Deferred tax asset
-
0
245,654
Total debtors
448,912
258,535
10
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
13,323
32,617
Taxation and social security
256,004
37,668
Other creditors
590,692
7,641
860,019
77,926
11
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary of 0.0001p each
1,727,659
1,715,059
2
2
B Ordinary of 0.0001p each
3,241,000
3,500,000
4
4
4,968,659
5,215,059
6
6
2025
2024
2025
2024
Preference share capital
Number
Number
£
£
Issued and fully paid
A Preference of 0.0001p each
433,333
433,333
-
0
-
0
433,333
433,333
-
0
-
0

During the year, the company undertook a share buyback of 259,000 B Ordinary 0.0001p shares for a total consideration of 26p.

Also d uring the year, the company issued 12,600 A Ordinary 0.0001p shares for total consideration of £12,600.

VIRTUE HEALTH GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 11 -
12
Share-based payment transactions

During the year, the company incurred a charge of £57,608 (2024: £Nil) which relates to equity settled share based payment transactions.

Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 August 2024
16,667
-
0
0.50
-
0
Granted
133,949
16,667
0.05
0.50
Outstanding at 31 July 2025
150,616
16,667
0.10
0.50
Exercisable at 31 July 2025
117,955
-
0
0.03
-
0

The options outstanding at 31 July 2025 had an exercise price ranging from £0.000001 to £0.50, and a remaining contractual term of between 8.93 to 9.90 years.

Inputs were as follows:
2025
2024
Weighted average share price
0.50
0.50
Weighted average exercise price
0.10
0.50
Expected volatility
50.00
50.00
Expected life
10.00
10.00
Risk free rate
4.10
4.20
13
Related party transactions

Included within other creditors is a balance of £464 (2024: £464) due to a company director. The loan is interest free and repayable on demand.

Included within debtors falling due within one year is a balance of £283,007 (2024: Nil) owed by a group undertaking. The balance is interest free and repayable on demand.

During the year, the company charged a management fee of £12,000 to another group company.

VIRTUE HEALTH GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
- 12 -
14
Prior period adjustment

A prior year adjustment was required as the equity settled share based payment costs had been incorrectly capitalised within the Development costs intangible asset rather than recognised through the profit and loss account. In addition, a separate prior year adjustment was required as the closing stock provision had been incorrectly recorded within the Development costs intangible asset rather than separately disclosed on the balance sheet.

Reconciliation of changes in equity
1 August
31 July
2023
2024
£
£
Adjustments to prior year
Removal of incorrect equity settled share based payment equity reserve for 2023
(24,044)
(24,044)
Removal of incorrect equity settled share based payment equity reserve for 2024
-
(11,621)
Total adjustments
(24,044)
(35,665)
Equity as previously reported
844,349
1,973,430
Equity as adjusted
820,305
1,937,765
Analysis of the effect upon equity
Other reserves
(24,044)
(35,665)
Reconciliation of changes in loss for the previous financial period
2024
£
Total adjustments
-
Loss as previously reported
(599,744)
Loss as adjusted
(599,744)
15
Events after the reporting date

After the year end, the company issued 384,393 A Ordinary £0.000 00 1 shares for a total consideration of £574,014.

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