REGISTERED NUMBER: 11584266 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 May 2026

for

Ampersand Health Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

N Alaghband

G C Parkes

J S Synett

M C Jamieson

D Tuch

REGISTERED OFFICE:

14 Amherst Avenue

London

W13 8NQ

REGISTERED NUMBER:

11584266 (England and Wales)

ACCOUNTANTS:

Shaw Accounting Services Limited

14 Amherst Avenue

London

W13 8NQ

FIXED ASSETS

Intangible assets

4

873,699

1,044,542

Tangible assets

5

193

257

873,892

1,044,799

CURRENT ASSETS

Debtors

6

8,456

50,844

Cash at bank

14,100

19,533

22,556

70,377

CREDITORS

Amounts falling due within one year

7

345,560

288,773

NET CURRENT LIABILITIES

(323,004

)

(218,396

)

TOTAL ASSETS LESS CURRENT LIABILITIES

550,888

826,403

CREDITORS

Amounts falling due after more than one year

8

300,000

21,143

NET ASSETS

250,888

805,260

CAPITAL AND RESERVES

Called up share capital

9

9

9

Share premium

10

5,197,370

5,197,370

Option monies received

10

42,250

42,250

Retained earnings

10

(4,988,741

)

(4,434,369

)

SHAREHOLDERS' FUNDS

250,888

805,260

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 May 2026.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 May 2026 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 3 July 2026 and were signed on its behalf by:

N Alaghband - Director

1.	STATUTORY INFORMATION

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

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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs are being amortised evenly over their estimated useful life of five years.

Tangible fixed assets

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

Plant and machinery etc

-

33% on cost

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.

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.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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.

Going concern

The Company continues to manage its cash position carefully while pursuing a number of funding and commercial opportunities. At the date of approval of these financial statements, the Company is in active discussions with existing and prospective investors regarding further funding, and continues to receive interim support from shareholders. The directors also expect the Company to generate additional revenues from new commercial contracts in the near term.

The directors have prepared cash flow forecasts which take account of the expected timing of further funding, shareholder support and anticipated commercial receipts. On this basis, the directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future and have therefore prepared the financial statements on a going concern basis.

However, the successful completion of further funding and the timing of new commercial revenues are not wholly within the Company's control. If such funding or revenues were delayed or not received as expected, the Company would need to take further actions to manage its cash position, including reducing expenditure, deferring commitments, seeking additional shareholder or third-party support, or considering other strategic options.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2025 - 4 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 June 2025

3,529,667

Additions

303,501

At 31 May 2026

3,833,168

AMORTISATION

At 1 June 2025

2,485,125

Charge for year

474,344

At 31 May 2026

2,959,469

NET BOOK VALUE

At 31 May 2026

873,699

At 31 May 2025

1,044,542

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 June 2025

18,600

Additions

224

At 31 May 2026

18,824

DEPRECIATION

At 1 June 2025

18,343

Charge for year

288

At 31 May 2026

18,631

NET BOOK VALUE

At 31 May 2026

193

At 31 May 2025

257

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.5.26

31.5.25

£

£

Trade debtors

1,748

35,956

Other debtors

6,708

14,888

8,456

50,844

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.5.26

31.5.25

£

£

Bank loans and overdrafts

-

28,196

Trade creditors

125,150

146,894

Taxation and social security

3,886

12,544

Other creditors

216,524

101,139

345,560

288,773

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.5.26

31.5.25

£

£

Bank loans

-

5,188

Other creditors

300,000

15,955

300,000

21,143

The other creditors are represented by £300,000 of convertible loans (2025- £15,955 other loans).

The convertible loans are unsecured, carry interest at 8% per annum and mature 36 months from the date of issue; subject to earlier redemption events, the principal amount of the loans automatically converts into shares on a qualifying financing round raising more than £1,000,000, at a 20% discount to the subscription price agreed for that round

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.5.26

31.5.25

value:

£

£

41,210

Ordinary

£0.0001p

4

4

500

A Ordinary

£0.1000p

5

5

9

9

At 31 May 2026 there were options over 14,752 ordinary shares.

10.

RESERVES

Option

Retained

Share

monies

earnings

premium

received

Totals

£

£

£

£

At 1 June 2025

(4,434,369

)

5,197,370

42,250

805,251

Deficit for the year

(554,372

)

(554,372

)

At 31 May 2026

(4,988,741

)

5,197,370

42,250

250,879