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Registered number: 11892096 CRISTAL HEALTH LTD UNAUDITED ANNUAL REPORT AND FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 31 MARCH 2026
CRISTAL HEALTH LTD REGISTERED NUMBER: 11892096 BALANCE SHEET AS AT 31 MARCH 2026
|  | 2026 |  | 2025
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 5 |  | 11,646,019 |  | 9,241,332
Tangible assets | 6 |  | 18,474 |  | 27,059
|  |  | 11,664,493 |  | 9,268,391
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 7 | 1,244,913 |  | 1,172,491 |
Cash at bank and in hand | 8 | 634,756 |  | 2,775,181 |
|  | 1,879,669 |  | 3,947,672 |
Creditors: amounts falling due within one year | 9 | (1,163,423) |  | (867,104) |
Net current assets |  |  | 716,246 |  | 3,080,568
Total assets less current liabilities |  |  | 12,380,739 |  | 12,348,959
Creditors: amounts falling due after more than one year | 10 |  | (6,904,147) |  | (5,597,353)
Provisions for liabilities |  |  |  |  |
Deferred tax | 12 | (1,828,316) |  | (1,753,231) |
|  |  | (1,828,316) |  | (1,753,231)
Net assets |  |  | 3,648,276 |  | 4,998,375
Capital and reserves |  |  |  |  |
Called up share capital | 13 |  | 189 |  | 189
Share premium account |  |  | 7,232,714 |  | 7,232,714
Share-based payment reserve | 14 |  | 428,988 |  | 411,000
Profit and loss account |  |  | (4,013,615) |  | (2,645,528)
|  |  | 3,648,276 |  | 4,998,375
Page 1
CRISTAL HEALTH LTD REGISTERED NUMBER: 11892096 BALANCE SHEET (CONTINUED) AS AT 31 MARCH 2026 The Directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006. 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. The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
D I Newton
Director
Date: 13 May 2026
The notes on pages 4 to 19 form part of these financial statements. Page 2
CRISTAL HEALTH LTD STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2026
| Called up share capital | Share premium account | Share-based payment reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 April 2025 | 189 | 7,232,714 | 411,000 | (2,645,528) | 4,998,375
Loss for the year | - | - | - | (1,368,087) | (1,368,087)
Share-based payment charge | - | - | 17,988 | - | 17,988
At 31 March 2026 | 189 | 7,232,714 | 428,988 | (4,013,615) | 3,648,276
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025
| Called up share capital | Share premium account | Share-based payment reserve | Profit and loss account | Total equity
| £ | £ | £ | £ | £
At 1 April 2024 | 189 | 7,232,714 | 393,910 | (2,285,304) | 5,341,509
Loss for the year | - | - | - | (360,224) | (360,224)
Share-based payment charge | - | - | 17,090 | - | 17,090
At 31 March 2025 | 189 | 7,232,714 | 411,000 | (2,645,528) | 4,998,375
| The notes on pages 4 to 19 form part of these financial statements.
Page 3
CRISTAL HEALTH LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
1. | General information
CRIStal Health Ltd is a private company limited by shares and incorporated in England and Wales. The registered address and principal place of business is 8 Hollybush Row, Hollybush Row, Oxford, England, OX1 1JH. The principal activity of the Company is that of the development of treatments and services in mental health and dementia. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. 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 following principal accounting policies have been applied:
| 2.2 | Going concern
The Directors have prepared detailed cash flow forecasts assessing the resources required to continue in operational existence for the foreseeable future. These forecasts cover a period of 12 months from the date of approval of these financial statements. The base case forecast includes assumptions in relation to the achievement of milestones under existing revenue contracts and the timing of sales expected to close during the forecast period. Whilst the Directors remain confident in the Company's commercial pipeline and the achievability of contracted milestones, they acknowledge that the timing and quantum of certain revenues are subject to uncertainty, including the finalisation of contract variations not agreed at the date of approval of these financial statements. The Directors have identified that there are reasonable downside scenarios in which, absent mitigating action, the Company could experience a shortfall in cash resources within the 12-month assessment period. Accordingly, the Directors consider that a material uncertainty exists which may cast significant doubt on the Company's ability to continue as a going concern. In response to this uncertainty, the Directors have taken, and continue to take, the following mitigating actions: ∙Active management of working capital, including the timing of expenditure and collection of receivables; and ∙Exploration of a convertible bridging loan facility to provide additional liquidity headroom should this be required. The Directors have also reviewed covenants in relation to the loan with Innovate UK and have not identified any instances of actual or projected breach during the assessment period. Notwithstanding the material uncertainty described above, the Directors remain of the view that the going concern basis of preparation is appropriate. They are confident that the combination of their commercial efforts to secure contracted revenues, active working capital management, and the availability of additional financing if required will enable the Company to meet its obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements. These financial statements have therefore been prepared on a going concern basis. Page 4
CRISTAL HEALTH LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP, rounded to the nearest whole pound Sterling. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
| 2.4 | Revenue
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: 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. Revenue from the rendering of services is measured based on either total hours worked out of total budgeted hours to complete a contract, or based on volume of data uploads out of total contracted data uploads. License revenue The Company recognises revenue from license of software on a straight line basis over the term of the license as the Company maintains the obligation to provide maintenance, upgrade and support services to the licensed software. Page 5
CRISTAL HEALTH LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.5 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised 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.
| 2.6 | Research and development
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 of ten 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.
| 2.7 | Government grants
Grants are accounted for under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income. Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.
| 2.8 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.9 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.10 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds. Page 6
CRISTAL HEALTH LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.11 | Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
| 2.12 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Page 7
CRISTAL HEALTH LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.13 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Development expenditure | - | 10 | years
Intangible assets arising from development are capitalised based on the following conditions being met: 1. There is technical feasibility of completing the intangible asset so that it will be available for use or sale 2. The Company has the intention to complete the intangible asset and use or sell it 3. The Company has the ability to use or sell the intangible asset 4. The Company can demonstrate that the asset will generate probable future economic benefits 5. The Company can demonstrate the availability of adequate resources to complete the development and to use of sell the intangible asset 6. The expenditure attributable to the intangible asset can be measured reliably during its development.
| 2.14 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Plant and machinery | - | 20% |
|  |  |  | Leasehold improvements | - | 10% |
|  |  |  | Office equipment | - | 25% |
|  |  |  | Computer equipment | - | 33% |
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.15 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. Page 8
CRISTAL HEALTH LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.16 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.17 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.18 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss. Page 9
CRISTAL HEALTH LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.19 | Financial instruments
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Page 10
CRISTAL HEALTH LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.19 | Financial instruments (continued)
Other financial instruments Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled. Page 11
CRISTAL HEALTH LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In preparing the financial statements, management are required to make estimates and assumptions that affect the amounts represented in the annual financial statements and related disclosures. Use of the available information and the application of judgement are inherent in the formation of estimates. Actual results could differ from these estimations which may be material to the financial statements. Significant judgements and estimates include: Share-based payments The vesting criteria of certain share options in existence requires the Directors to determine when a future event will occur. The occurrence or non-occurrence of this event impacts the accounting charge in relation to share-based payments. Furthermore, estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs into the valuation model, including the fair value of the shares, expected volatility and risk-free rates. The Company uses the Black-Scholes model to measure equity settled share-based payments. Research and development expenditure Expenditure on research and development is considered by the Directors in each reporting period for whether it qualifies as research or development expenditure in accordance with FRS 102. Judgement is required by the Directors for whether R&D costs qualify as development expenditure that should be capitalised as an intangible asset. Fair value of convertible loan note liability The Directors have determined the fair value of the convertible loan note liability using the Monte-Carlo model. This model requires the Directors to apply a variety of estimations which have a material impact on the fair value. Stage of completion The Company uses the percentage of completion method to determine the recognition of revenue on certain contracts. The percentage of completion method depends on an accurate assessment of the inputs applied by the Directors to measure progress towards the completion of the associated revenue contracts. Deferred tax assets The recognition of deferred tax assets on taxable losses is based on the Directors' assessment of whether sufficient future taxable profits or liabilities will arise that the taxable losses can be offset against. The occurrence or non-occurrence of events in the future may lead to changes in the measurement of deferred tax assets.
4. | Employees
| The average monthly number of employees, including directors, during the year was 54 (2025 - 44).
Page 12
CRISTAL HEALTH LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
5. | Intangible assets
|  | Development expenditure
|  | £
| Cost |
| At 1 April 2025 | 10,663,783
| Additions - internal | 3,412,748
| At 31 March 2026 | 14,076,531
| Amortisation |
| At 1 April 2025 | 1,422,451
| Charge for the year | 1,008,061
| At 31 March 2026 | 2,430,512
| Net book value |
| At 31 March 2026 | 11,646,019
| At 31 March 2025 | 9,241,332
Page 13
CRISTAL HEALTH LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
6. | Tangible fixed assets
|  | Plant and machinery | Office equipment | Computer equipment | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| At 1 April 2025 | 12,479 | 1,114 | 78,741 | 92,334
| Additions | - | - | 7,371 | 7,371
| At 31 March 2026 | 12,479 | 1,114 | 86,112 | 99,705
| Depreciation |  |  |  |
| At 1 April 2025 | 6,597 | 811 | 57,867 | 65,275
| Charge for the year | 2,496 | 261 | 13,199 | 15,956
| At 31 March 2026 | 9,093 | 1,072 | 71,066 | 81,231
| Net book value |  |  |  |
| At 31 March 2026 | 3,386 | 42 | 15,046 | 18,474
| At 31 March 2025 | 5,882 | 303 | 20,874 | 27,059
7. | Debtors
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Trade debtors | 168,668 | 164,732
| Other debtors | 102,498 | 72,523
| Prepayments and accrued income | 133,976 | 259,122
| Tax recoverable | 839,771 | 676,114
|  | 1,244,913 | 1,172,491
8. | Cash and cash equivalents
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Cash at bank and in hand | 634,756 | 2,775,181
Page 14
CRISTAL HEALTH LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
9. | Creditors: Amounts falling due within one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Trade creditors | 365,892 | 244,907
| Other taxation and social security | 165,181 | 72,133
| Other creditors | 548,948 | 514,511
| Accruals | 83,402 | 35,553
|  | 1,163,423 | 867,104
| Included in other creditors is deferred income of £535,880 (2025: £501,214).
10. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Convertible loan note | 3,671,098 | 3,214,690
| Other loan | 1,755,307 | 454,576
| Other creditors | 1,477,742 | 1,928,087
|  | 6,904,147 | 5,597,353
| Included in other creditors is deferred income of £1,477,742 (2025: £1,928,087).
| The aggregate amount of deferred income included in other creditors to be recognised wholly or in part more than five years after the balance sheet date is:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Other creditors | 117,742 | 568,087
Page 15
CRISTAL HEALTH LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
11. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Amounts falling due 1-2 years |  |
| Other loan | 458,652 | 454,576
| Amounts falling due 2-5 years |  |
| Other loan | 1,296,655 | -
| Convertible loan note | 3,671,098 | 3,214,690
|  | 5,426,405 | 3,669,266
| The other loan balance of £1,755,307 (2025: £454,576) represents amounts drawn down as at 31 March 2026 from a facility of £1,800,000 with Innovate UK entered into on 25 November 2024. This loan facility is used to support development of a project. The loan is secured on fixed and floating charges on any property and assets of the Company, subject to an interest rate of 7.4% per annum. The loan is repayable in installments commencing from April 2027, being 24 months after the first quarter following the initial drawdown. This loan is subject to covenants relating to financial performance measures. The convertible loan note balance of £3,671,098 (2025: £3,214,690) represents the fair value of the total convertible loan note value of £4,200,000 (2025: £3,400,000) drawn down as at 31 March 2026 from a convertible loan note facility of up to £20,863,880. The facility is to be used to support development of a project and is to be drawn down subject to completion of set milestones throughout the duration of the agreement being agreed with the convertible loan note holder. The convertible loan notes will be converted into equity or repaid, in full or part therefore, subject to certain set criteria. Unless any of the set criteria are met earlier, the loan may be repayable at the request of the loan note holder at any time after the fifth anniversary of the signing of the agreement. The convertible loan notes are subject to interest at a rate of 2% per annum above Sterling Overnight Index Average (SONIA). If the loan notes convert to equity, the accrued interest is not payable on the amount that converts to equity.
12. | Deferred taxation
|  | 2026 | 2025
|  | £ | £
| At beginning of year (as restated) | (1,753,231) | (1,096,164)
| Charged to profit or loss | (75,085) | (657,067)
| At end of year | (1,828,316) | (1,753,231)
Page 16
CRISTAL HEALTH LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 12.Deferred taxation (continued)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Accelerated capital allowances | (2,913,873) | (2,485,755)
| Tax losses carried forward | 976,286 | 627,750
| Short-term timing differences | 109,271 | 104,774
|  | (1,828,316) | (1,753,231)
13. | Share capital
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1,506,400 (2025 - 1,506,400) Ordinary shares of £0.0001 each | 150.64 | 150.64
|  | 376,600 (2025 - 376,600) Series Seed Preferred shares of £0.0001 each | 37.66 | 37.66
|  |  | 188.30 | 188.30
| Series Seed Preferred shares entitle each holder to dividends pro rata to their respective holdings of Series Seed Preferred shares and to one vote per share. Series Seed Preferred shareholders are entitled, on a distribution of assets, liquidation or return of capital, to first rights of payment before Ordinary shareholders. Ordinary shares entitle each holder to dividends pro rata to their respective holdings of Ordinary shares and one vote per share.
Page 17
CRISTAL HEALTH LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
14. | Share-based payments
| The Company operates a share based payment scheme whereby the options are granted at the discretion of the Directors. The options are equity settled, vest either on a pre-defined Exit Event or an earlier pre-defined date through their term based, and have a maximum term of 10 years. The options relate to EMI and unapproved options. The options are valued using the Black-Scholes model. The Company assesses the inputs into the Black-Scholes model using a range of company specific and market-based information using estimates and judgements that they consider to be appropriate.
|  | Weighted average exercise price (pence) 2026 | Number 2026 | Weighted average exercise price (pence) 2025 | Number 2025
| Outstanding at the beginning of the year | 246 | 352,150 | 240 | 353,495
| Granted during the year | 240 | 65,910 | 345 | 3,200
| Forfeited during the year | - | - | 240 | (4,545)
| Outstanding at the end of the year | 245 | 418,060 | 246 | 352,150
| Nil options are exercisable at 31 March 2026 (2025: Nil).
|  |  |  |  | 2026 | 2025
| Option pricing model used | Black-Scholes | Black-Scholes
| Weighted average share price (pence) | 240-600 | 240-600
| Exercise price (pence) | 240 | 240
| Weighted average contractual life (days) | 3,650 | 3,650
| Expected volatility | 34-35% | 34-35%
| Risk-free interest rate | 1.94-3.90% | 1.94-2.99%
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Equity-settled schemes | 17,988 | 17,090
15. | Pension commitments
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £98,943 (2025: £85,200). Contributions totaling £13,068 (2025: £12,363) were payable to the fund at the balance sheet date and are included in creditors. Page 18
CRISTAL HEALTH LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
16. | Commitments under operating leases
| The Company had no commitments under non-cancellable operating leases at the balance sheet date.
17. | Related party transactions
| During the year ended 31 March 2026, the Company incurred costs of £1,775 (2025: £1,400) from a company controlled by a common Director for miscellaneous expenditure. £Nil was outstanding in creditors at 31 March 2026 (2025: £100).
18. | Controlling party
In the opinion of the Directors, there is no one ultimate controlling party.
Page 19