I.Q. ENDOSCOPES LTD


Directors	FROST, Martin John
	GINN, Matthew John
	HERCEGFI, Timo
	KAHAN, Thomas
	REA, Tim


Registered Address	Basepoint Business Centre Unit 32 Riverside Court
	Beaufort Park Way
	Chepstow
	NP16 5UH


Registered Number	09462661 (England and Wales)

Balance Sheet as at
31 December 2025

	Notes	2025		2024
		£	£	£	£
Fixed assets
Tangible assets	3		621,665		153,451
			621,665		153,451
Current assets
Debtors	4	925,095		1,096,507
Cash at bank and on hand		3,862,530		3,536,173
		4,787,625		4,632,680
Creditors amounts falling due within one year	5	(482,650)		(517,961)
Net current assets (liabilities)			4,304,975		4,114,719
Total assets less current liabilities			4,926,640		4,268,170
Creditors amounts falling due after one year	6		(4,576,906)		(5,177,905)
Net assets			349,734		(909,735)
Capital and reserves
Called up share capital			136,488		64,581
Share premium			15,644,871		11,057,906
Other reserves			917,802		761,811
Profit and loss account			(16,349,427)		(12,794,033)
Shareholders' funds			349,734		(909,735)

The company was entitled to exemption from audit for this reporting period under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The Directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The directors have chosen to not file a copy of the company’s profit and loss account under section 444 (5A) Companies Act 2006.

The financial statements were approved and authorised for issue by the Board of Directors on 1 June 2026, and are signed on its behalf by:

KAHAN, Thomas
Director
Registered Company No. 09462661

I.Q. ENDOSCOPES LTD

Notes to the Financial Statements
for the year ended 31 December 2025

1.	Accounting policies

	Statutory information
	The company is a private company limited by shares and registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

	Statement of compliance
	The financial statements have been prepared in compliance with FRS 102 Section 1A as it applies to the financial statements for the period and there were no material departures from the reporting standard.

	Going concern
	The company remains in its early stages and is dependent on securing investment until it reaches profitability. In November, the company raised £3.7m and converted £1m of advanced subscriptions received in 2024 into equity. This funding round is intended to support clinical validation and early commercialisation activities, with further funding anticipated in 2027 to enable scaling. Planning for this is already underway and the company has several viable options. The directors have prepared detailed business plans and rolling cash flow forecasts. Based on these, they are satisfied that the company will be able to meet its liabilities as they fall due and therefore consider the going concern basis of preparation to be appropriate.

Going concern

The company remains in its early stages and is dependent on securing investment until it reaches profitability. In November, the company raised £3.7m and converted £1m of advanced subscriptions received in 2024 into equity. This funding round is intended to support clinical validation and early commercialisation activities, with further funding anticipated in 2027 to enable scaling. Planning for this is already underway and the company has several viable options.

The directors have prepared detailed business plans and rolling cash flow forecasts. Based on these, they are satisfied that the company will be able to meet its liabilities as they fall due and therefore consider the going concern basis of preparation to be appropriate.

	Turnover policy
	Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. The company has not yet commenced trading.

	Revenue from sale of goods
	Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.

Revenue from sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.

	Employee benefits
	Short-term employee benefits are measured at the undiscounted amount expected to be paid in exchange for the employee's services to the company. Where employees have accrued short-term benefits which the entity has not paid by the balance sheet date, an accrual is recognised within creditors: amounts falling due within one year together with an associated expense in profit or loss. The liabilities are classified as current obligations in the statement of financial position because they are expected to be settled wholly within twelve months after the end of the period.

Employee benefits

Short-term employee benefits are measured at the undiscounted amount expected to be paid in exchange for the employee's services to the company. Where employees have accrued short-term benefits which the entity has not paid by the balance sheet date, an accrual is recognised within creditors: amounts falling due within one year together with an associated expense in profit or loss. The liabilities are classified as current obligations in the statement of financial position because they are expected to be settled wholly within twelve months after the end of the period.

	Defined contribution pension plan
	The company operates a defined contribution pension plan for the benefit of its employees. Contributions are recognised as expenses as they become payable. The assets of the defined contribution pension scheme are held separately from those of the company in an independently administered fund.

	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 based upon relevant recent company share transactions. 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.

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 based upon relevant recent company share transactions. 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.

	Foreign currency translation
	Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

Foreign currency translation

Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

	Current taxation
	Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

	Research and development
	Research and development expenditure is written off in the period in which it has been incurred, except for higher value equipment remaining in the business which is capitalised as a fixed asset.

	Tangible fixed assets and depreciation
	Tangible fixed assets are stated at cost or valuation less depreciation. Depreciation is provided on all tangible fixed assets as follows: Computer Equipment: 3 years straight line R&D equipment: 3 years straight line Office Equipment: 4 years straight line Plant and Machinery: 4 years straight line

	Finance leases and hire purchase contracts
	Assets held under finance leases which are leases where substantially all the risks and rewards of ownership of the asset have passed to the company, and hire purchase contracts are capitalised in the balance sheet. They are depreciated over the shorter of their useful lives or the term of the lease. Operating leases are charged against income on a straight line basis over the lease term.

	Government grants or assistance
	Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received. A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability. Grants relating to assets, including right-of-use assets, shall be recognised in income on a systematic basis over the expected useful life of the asset.

Government grants or assistance

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received. 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

Grants relating to assets, including right-of-use assets, shall be recognised in income on a systematic basis over the expected useful life of the asset.

2.	Average number of employees


		2025		2024
	Average number of employees during the year	28		26

3.	Tangible fixed assets

	Plant & machinery	Office Equipment	Total
	£	£	£
Cost or valuation
At 01 January 25	160,814	132,121	292,935
Additions	622,079	17,399	639,478
Disposals	(8,112)	(389)	(8,501)
At 31 December 25	774,781	149,131	923,912
Depreciation and impairment
At 01 January 25	57,984	81,500	139,484
Charge for year	130,451	34,764	165,215
On disposals	(2,366)	(86)	(2,452)
At 31 December 25	186,069	116,178	302,247
Net book value
At 31 December 25	588,712	32,953	621,665
At 31 December 24	102,830	50,621	153,451

4.	Debtors: amounts due within one year

	2025	2024
	£	£
Other debtors	870,181	1,035,090
Prepayments and accrued income	54,914	61,417
Total	925,095	1,096,507

5.	Creditors: amounts due within one year

	2025	2024
	£	£
Trade creditors / trade payables	152,872	255,077
Other creditors	13,344	-
Accrued liabilities and deferred income	316,434	262,884
Total	482,650	517,961

6.	Creditors: amounts due after one year

	2025	2024
	£	£
Convertible loans	4,415,062	5,016,062
Other creditors	161,844	161,843
Total	4,576,906	5,177,905


	During the previous year the company issued £4,000,000 of convertible loan notes (to existing shareholders) and £1,001,000 of advanced subscriptions. During 2025 the advanced subscriptions were converted to Ordinary Shares. The convertible loan notes are secured by way of fixed and floating charges over the company’s assets. Convertible loan notes accrue interest at 10% per annum.

7.	Provisions for liabilities
	Share Options During 2025, as part of the latest funding round additional Options of 2,705,500 were added to the Share Option Pool. During 2025, 15,000 share options were exercised, 17,500 share options lapsed and 37,500 were granted with an exercise price of £0.45. As at 31 December 2025 a total number of 687,711 Ordinary shares have been allocated (2024: 682,711) with a weighted exercise price of £0.39 (2024 - £0.39). The Share Options granted vest over a 3-year period and are exercisable on a change of control event. The fair value of options granted in the year was determined by reference to recent equity transactions present at the time of the grant at £2.49. Liabilities and expenses During the year, the company recognised total share-based payment expenses of £155,991 (2024: £90,615) in the profit and loss account which related to equity settled share based payment transactions. A credit to equity for the same amount was included in Other reserves.

Provisions for liabilities

Share Options

During 2025, as part of the latest funding round additional Options of 2,705,500 were added to the Share Option Pool.

During 2025, 15,000 share options were exercised, 17,500 share options lapsed and 37,500 were granted with an exercise price of £0.45.

As at 31 December 2025 a total number of 687,711 Ordinary shares have been allocated (2024: 682,711) with a weighted exercise price of £0.39 (2024 - £0.39).
 
The Share Options granted vest over a 3-year period and are exercisable on a change of control event.
 
The fair value of options granted in the year was determined by reference to recent equity transactions present at the time of the grant at £2.49.

Liabilities and expenses

During the year, the company recognised total share-based payment expenses of £155,991 (2024: £90,615) in the profit and loss account which related to equity settled share based payment transactions. A credit to equity for the same amount was included in Other reserves.

8.	Other commitments
	At 31 December 2025, the company had total commitments under non-cancellable operating leases over the remaining life of this lease of £114,978 (2024: £165,708).