REGISTERED NUMBER: 06133243 (England and Wales)

ALESI SURGICAL LIMITED

Financial Statements

for the Year Ended 31 December 2025

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Dr D J F Griffiths

Mr P M Cooper

Mr T Usen

Earlybird Health Tech GMBH

IP2IPO Services Limited

Panakes Partners SGR SPA

Dr R Hornby

Ms I C Egemole

REGISTERED OFFICE:

Cardiff Medicentre

Heath Park

CARDIFF

County of Cardiff

CF14 4UJ

REGISTERED NUMBER:

06133243 (England and Wales)

AUDITORS:

MHA Audit Services LLP

Statutory Auditor

Elfed House

Oak Tree Court

Cardiff Gate Business Park

CARDIFF

County of Cardiff

CF23 8RS

FIXED ASSETS

Intangible assets

4

2,881,459

2,805,266

Tangible assets

5

27,776

40,019

Investments

6

1,408,414

942,993

4,317,649

3,788,278

CURRENT ASSETS

Stocks

648,081

747,763

Debtors

7

1,077,097

1,336,799

Cash at bank

661,418

861,107

2,386,596

2,945,669

CREDITORS

Amounts falling due within one year

8

(551,396

)

(513,536

)

NET CURRENT ASSETS

1,835,200

2,432,133

TOTAL ASSETS LESS CURRENT LIABILITIES

6,152,849

6,220,411

CAPITAL AND RESERVES

Called up share capital

10

36,768

33,691

Share premium

21,154,072

19,416,920

Retained earnings

(15,037,991

)

(13,230,200

)

6,152,849

6,220,411

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 Profit and loss account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 22 July 2026 and were signed on its behalf by:

Dr D J F Griffiths - Director

1.	STATUTORY INFORMATION

Alesi Surgical 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.

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

There have been no material departures from Financial Reporting Standard 102 1A.

Going concern

Cash flow forecasts prepared for a period of 12 months from the date of approval of the financial statements indicate that the company can continue to operate within its available working capital facilities. These forecasts have been prepared on the assumption that the shareholders will continue to support the company to meet its working capital requirements as necessary. As disclosed in note 12, further investment has been secured post year end.

At 31 December 2025, the company held cash balances of £661,418 (2024: £861,107). The company has sufficient resources to meet its non-discretionary liabilities for a period of not less than 12 months from the approval of the financial statements.

The directors have a reasonable expectation that the company will have adequate resources to continue in operation and existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis in preparing the financial statements.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of the consideration takes into account trade discounts, settlement discounts and volume rebates.

Intangible 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.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

Patents & licences

10% straight line

Development costs

10% straight line

Amortisation will commence in the period after the intangible assets have been capitalised.

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 recognise so as to write off the cost or valuation of assets less their residual value over their useful lives on the following bases:

Plant and equipment

20% - 33% straight line

Computer equipment

33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sales proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Stocks

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

Stocks are held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stock over its estimated selling price less costs to complete and sell is recognised as an impairment loss in the profit and loss. Reversals of impairment losses are recognised in profit or loss.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues' if FRS102 to all of its financial instrument.

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 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 constitute a financial 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.

Basic financial liabilities

Basic financial liabilities, including creditors, are initially recognised at transaction price unless the arrangement constitute a financial transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts 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.

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and loss account, 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.

Research and development

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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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.

Retirement benefits

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

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Employee benefits

The cost 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.

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

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Income from grants

Grant income is typically claimed in arrears based on eligible expenditure incurred. Income is therefore recognised in the period in which the related costs are incurred which is when the company becomes entitled to the income, provided that receipt of the income is considered probable.

When eligible expenditure has been incurred but the related grant has not yet been received at the reporting date, the income is recognised as accrued income in the balance sheet.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 14 (2024 - 15 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2025

4,416,700

Additions

480,244

At 31 December 2025

4,896,944

AMORTISATION

At 1 January 2025

1,611,434

Charge for year

404,051

At 31 December 2025

2,015,485

NET BOOK VALUE

At 31 December 2025

2,881,459

At 31 December 2024

2,805,266

5.	TANGIBLE FIXED ASSETS

Plant and

Computer

machinery

equipment

Totals

£

£

£

COST

At 1 January 2025

135,092

39,293

174,385

Additions

13,114

820

13,934

At 31 December 2025

148,206

40,113

188,319

DEPRECIATION

At 1 January 2025

100,882

33,484

134,366

Charge for year

22,297

3,880

26,177

At 31 December 2025

123,179

37,364

160,543

NET BOOK VALUE

At 31 December 2025

25,027

2,749

27,776

At 31 December 2024

34,210

5,809

40,019

6.	FIXED ASSET INVESTMENTS

Other

investments

£

COST

At 1 January 2025

942,993

Additions

465,421

At 31 December 2025

1,408,414

NET BOOK VALUE

At 31 December 2025

1,408,414

At 31 December 2024

942,993

7.

DEBTORS

2025

2024

£

£

Amounts falling due within one year:

Trade debtors

175,271

46,064

VAT

74,192

52,130

Prepayments and accrued income

247,320

200,342

496,783

298,536

Amounts falling due after more than one year:

Amounts owed by group undertakings

580,314

1,038,263

Aggregate amounts

1,077,097

1,336,799

Loans to group undertakings are unsecured and bear interest of 3%.

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

332,858

99,039

Social security and other taxes

29,837

26,965

Other creditors

2,795

68,472

Accruals and deferred income

185,906

319,060

551,396

513,536

9.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

15,534

35,825

Between one and five years

618

16,152

16,152

51,977

10.	CALLED UP SHARE CAPITAL

2025

2024

£

£

Ordinary share capital

Issued and fully paid

1,053 Ordinary shares of £1 each

1,053

1,053

2,220 Ordinary B shares of 1p each

22

22

1,075

1,075

Preference share capital

Issued and fully paid

4,822 Preferred A shares of £1 each

4,822

4,822

20,683 Preferred B shares of £1 each

20,683

20,683

1,340 Preferred C shares of £1 each

1,340

1,340

8,848 Preferred D shares of £1 each

8,848

5,771

35,693

32,616

During the year, 3,077 Preferred D shares were issued to existing shareholders at a premium of £1,737,152.

The following share options have been granted and remain in place at the year end:

Year of grant

No of options

Fully vested?

Exercise price

2017

228

Yes

£1 - £224

2018

219

Yes

£1- £224

2019

40

Yes

£224

2021

2,222

No

£116

11.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Laura Farrow MSc BSc FCA (Senior Statutory Auditor)

for and on behalf of MHA Audit Services LLP

MHA is the trading name of MHA Audit Services LLP, a limited liability

partnership in England and Wales (registered number OC455542).

12.	RELATED PARTY DISCLOSURES

Transactions with related parties

During the year the company entered into the following transactions with related parties:

Purchases

2025

2024

£

£

Entities with control, joint control or significant influence over the company

82,865

83,906

Entities over which the entity has control, joint control or significant influence

556,279

283,753

The following amounts were outstanding at the reporting end date:

Amounts due to related parties

2025

2024

£

£

Entities with control, joint control or significant influence over the company

11,134

-

Entities over which the entity has control, joint control or significant influence

-

51,913

Amounts due from related parties

2025

2024

£

£

Entities over which the entity has control, joint control or significant influence

580,314

1,038,263

13.	POST BALANCE SHEET EVENTS

Post year end the Company has secured further equity investment of £6.86m in March 2026.