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| Registered number: 10410380
TELEDOCTOR LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
TELEDOCTOR LIMITED COMPANY INFORMATION
Directors | Nick Nabarro
| Jessica Ann Lamb
| Ben James Paul Harrison
| Ivo Martindale Twisleton-Wykeham-Fiennes
Trading name | ProblemShared
Registered number | 10410380
Registered office | 16 High Holborn
| London
| England
| WC1V 6BX
Independent auditor | MHA
| First Floor North
| Global House
| High Street
| Crawley
| RH10 1DL
TELEDOCTOR LIMITED CONTENTS
| Page
Strategic report | 1 - 2
Directors' report | 3 - 5
Independent auditor's report | 6 - 9
Income statement | 10
Statement of financial position | 11 - 12
Statement of changes in equity | 13
Statement of cash flows | 14
Analysis of net debt | 15
Notes to the financial statements | 16 - 29
TELEDOCTOR LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 OCTOBER 2025
Introduction
The directors present their strategic report for the period ended 31 October 2025
Fair Review of the Business
Teledoctor Ltd (trading as ProblemShared – or “The Company”) is a leading online mental and neurodevelopmental health platform. We provide access to high quality care for individuals in partnership with organisations such as NHS Trusts, Integrated Care Boards, private medical insurers, universities, and other healthcare organisations, seeking mental healthcare services or neurodevelopmental assessments and post-diagnostic support. By harnessing the combined power of people, data, and technology, we open access to a community that can offer safer, more effective services that are designed to support individuals and businesses to thrive through early diagnosis, tailored support, and strength-based care. The results for the year show significant revenue growth to £33.5m from £19.3m in the 2024 financial year, a testament to the continued strength of our partnerships in both Mental Healthcare and Neurodevelopmental care with Universities, the NHS and Insurers, with growth in each segment. The number of people we have helped access services has grown significantly in the period with session numbers growing by over 51% in talking therapies, 135% in Neurodevelopmental assessments and 162% in other pre and post diagnostic support. The operating profit of the business before interest and depreciation has continued to grow in-line with our expectations and the outlook for 2026 is positive.
Business Model and Strategy
The Company’s mission remains to provide safe, high quality mental health and neurodevelopmental assessment and post-diagnostic services over our secure-online platform in a cost-effective way. We are expanding our support for employers, health insurers and other non-NHS referrers to ensure the benefit of support is clearly evidenced and shared.
Key Performance Indicators (KPIs)
The Company reviews key performance indicators to continuously monitor and drive business performance. The directors and senior leadership review the number of sessions completed, practitioner capacity growth, utilisation, customer satisfaction and feedback on a regular basis amongst other operating metrics. The financial results form part of the performance indicators and the Directors are satisfied that the position of these operating and financial indicators at the end of the financial year require no further comment and show that the company is well positioned to achieve its aims. Page 1
TELEDOCTOR LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 OCTOBER 2025
Principal Risks and Uncertainties
Market risk Teledoctor’s belief is that national demand for neurodevelopmental assessments and treatment is set to continue to increase over the medium term, but that market risk is driven by NHS commissioning constraints. The nature of healthcare funding in the UK means that scale providers all suffer some concentration risk in the NHS. Teledoctor’s long-standing focus on diversifying its referral sources to include private medical insurers, corporates, universities, and other healthcare companies offers relative stability as the NHS commissioning model changes. Additional risk mitigation is provided through our continued focus on pre and post diagnostic care where the practitioner supply dynamics are far less constrained. We continue to harness assistive technologies to enable our operating teams to support our growing practitioner base without significant expansion of overheads whilst enabling our practitioners to provide their expertise to a growing patient base. People risk Demand for neurodevelopmental assessments is expanding at a greater pace than the growth in the pool of high-quality assessors. To ensure Teledoctor can continue to attract and retain practitioners able to deliver robust, person-centred and neuro-affirmative assessments we continue to focus on developing our employee value proposition. Regulatory risk The Company is regulated by the Care Quality Commission and must comply with all relevant standards and legislation. Teledoctor is continuously evolving our corporate governance, risk and reporting infrastructure, and our processes to ensure we continue to both provide and demonstrate the provision of excellent care. 2024 saw the expansion of both the governance team, the introduction of a new risk monitoring platform, and the implementation of industry-leading risk screening and waitlist management protocols. The CQC carried out its first inspection of the business in June 2025. Teledoctor was awarded a Good rating, with Outstanding in the Responsive domain. This rating is reflective of our commitment to providing safe, effective and compassionate care with the client at the centre of everything we do. Future Prospects Teledoctor continues to grow and evolve its mental health, neurodevelopmental assessment, and post diagnostic services whilst working with an ever-broader range of referring institutions, further diversifying the Company’s revenue. This report was approved by the board and signed on its behalf.
Ben James Paul Harrison Director
Date: 24 July 2026
Page 2
1 TELEDOCTOR LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 OCTOBER 2025 The directors present their report and the financial statements for the year ended 31 October 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The profit for the year, after taxation, amounted to £2,254,890 (2024: loss £500,527).
Directors
The directors who served during the year were:
Nick Nabarro
Jessica Ann Lamb
Ben James Paul Harrison
Ivo Martindale Twisleton-Wykeham-Fiennes
Future developments
Teledoctor continues to develop both the range of services offered and the quality of our platform to broaden access to our mental health, neurodevelopmental assessments, and post diagnostic services. Development work will enable us to work with an ever-broader range of referring institutions, whilst maintaining our focus on the quality of care we provide to our service users and demonstrating value to each of the partners we work with. Page 3
TELEDOCTOR LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 OCTOBER 2025
Employee Engagement Statement
The directors recognise that the Company's employees are fundamental to its long-term success and remain committed to fostering an inclusive, supportive, and engaging working environment. During the year, the leadership team engaged with employees through a variety of channels, including company-wide town halls, team meetings, employee engagement surveys, regular leadership communications, and direct dialogue with employees and managers. These mechanisms enabled employees to share feedback, raise concerns, and contribute ideas for improving the organisation. The directors regularly considered employee feedback when making decisions affecting the business and its workforce. Insights gathered throughout the year informed decisions relating to organisational change, employee wellbeing, learning and development, workplace policies, and initiatives designed to enhance employee experience and engagement. In fulfilling their duties under Section 172 of the Companies Act 2006, the directors had regard to the interests of employees and considered the likely impact of key decisions on the workforce. The directors believe that creating an environment where employees feel listened to, valued, and supported is critical to delivering the Company's strategic objectives and contributing to the long-term success of the business.
Employment of Disabled Persons
The Company is committed to creating an inclusive and accessible workplace where all employees and applicants are treated fairly and with respect. The Company provides equal opportunities in recruitment and selection and seeks to ensure that disabled candidates are given full and fair consideration for employment based on their skills, experience, and suitability for the role. Reasonable adjustments are considered throughout the recruitment process and employment lifecycle to help remove barriers and support individual needs. The Company recognises that employees may have visible or non-visible disabilities, long-term health conditions, mental health conditions, or neurodivergent needs. We are committed to creating an inclusive and accessible workplace where individuals can thrive and are supported through appropriate workplace adjustments and tailored support where required. Training, career development, and promotion opportunities are available to all employees and are based on aptitude, ability, and performance. The Company recognises the value that a diverse workforce brings and is committed to fostering an environment in which all employees feel respected, supported, and able to contribute fully to the success of the organisation. Page 4
TELEDOCTOR LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 OCTOBER 2025
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Post balance sheet events
There have been no significant events affecting the Company since the year end.
Auditor
The auditor, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
Ben James Paul Harrison Director
Date: 24 July 2026
16 High Holborn
London
England
WC1V 6BX
Page 5
TELEDOCTOR LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TELEDOCTOR LIMITED
Opinion
We have audited the financial statements of Teledoctor Limited (the 'Company') for the year ended 31 October 2025, which comprise the profit and loss account, balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 October 2025 and of its profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Page 6
TELEDOCTOR LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TELEDOCTOR LIMITED (CONTINUED)
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic report and the Directors' report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 7
TELEDOCTOR LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TELEDOCTOR LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.our The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below: ∙Enquiry of management, those charged with governance around actual and potential litigation and claims; ∙Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations; ∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; ∙Reviewing minutes of meetings of those charged with governance; and ∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. Page 8
TELEDOCTOR LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TELEDOCTOR LIMITED (CONTINUED)
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. David Boosey BA(Hons) FCA (Senior Statutory Auditor) for and on behalf of MHA First Floor North Global House High Street Crawley RH10 1DL 28 July 2026 MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542) Page 9
TELEDOCTOR LIMITED INCOME STATEMENT FOR THE YEAR ENDED 31 OCTOBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 33,508,553 | 19,257,777
Cost of sales |  | (6,835,508) | (2,820,363)
Gross profit |  | 26,673,045 | 16,437,414
Administrative expenses |  | (23,380,126) | (16,619,532)
Operating profit/(loss) | 5 | 3,292,919 | (182,118)
Interest payable and similar expenses | 9 | (587,357) | (400,079)
Profit/(loss) before tax |  | 2,705,562 | (582,197)
Tax on profit/(loss) | 10 | (450,672) | 81,670
Profit/(loss) for the financial year |  | 2,254,890 | (500,527)
The notes on pages 16 to 29 form part of these financial statements.
Page 10
TELEDOCTOR LIMITED REGISTERED NUMBER:10410380 STATEMENT OF FINANCIAL POSITION AS AT 31 OCTOBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 11 |  | 3,900,895 |  | 3,006,655
Tangible assets | 12 |  | 240,924 |  | 254,104
|  |  | 4,141,819 |  | 3,260,759
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 13 | 5,951,471 |  | 3,237,908 |
Cash at bank and in hand | 14 | 3,012,493 |  | 1,218,570 |
|  | 8,963,964 |  | 4,456,478 |
Creditors: amounts falling due within one year | 15 | (4,105,536) |  | (2,909,945) |
Net current assets |  |  | 4,858,428 |  | 1,546,533
Total assets less current liabilities |  |  | 9,000,247 |  | 4,807,292
Creditors: amounts falling due after more than one year | 16 |  | (3,422,202) |  | (1,691,426)
Provisions for liabilities |  |  |  |  |
Deferred tax | 18 | (340,537) |  | (133,248) |
|  |  | (340,537) |  | (133,248)
Net assets |  |  | 5,237,508 |  | 2,982,618
Capital and reserves |  |  |  |  |
Called up share capital | 19 |  | 4 |  | 4
Share premium account |  |  | 4,050,184 |  | 4,050,184
Profit and loss account |  |  | 1,187,320 |  | (1,067,570)
|  |  | 5,237,508 |  | 2,982,618
Page 11
TELEDOCTOR LIMITED REGISTERED NUMBER:10410380 STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 OCTOBER 2025 The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Ben James Paul Harrison
Director
Date: 24 July 2026
The notes on pages 16 to 29 form part of these financial statements. Page 12
TELEDOCTOR LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 OCTOBER 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 November 2023 | 4 | 4,050,184 | (567,043) | 3,483,145
Loss for the year | - | - | (500,527) | (500,527)
At 1 November 2024 | 4 | 4,050,184 | (1,067,570) | 2,982,618
Profit for the year | - | - | 2,254,890 | 2,254,890
At 31 October 2025 | 4 | 4,050,184 | 1,187,320 | 5,237,508
| The notes on pages 16 to 29 form part of these financial statements.
| During the year ended 31 October 2025, management re-assessed the timing of revenue recognition and associated accruals in relation to certain customer contracts entered into by the company. As a result of this review, the company identified that revenue in the prior financial year had been overstated by £153,245, in accordance with the accruals basis of accounting under FRS 102. Management concluded that the adjustment was not material to the prior year financial statements and, accordingly, comparative information has not been restated. The adjustment has therefore been recognised in the current year through revenue. Had this adjustment been made to the prior year figures, the effect of the adjustment would have been to reduce revenue and accrued income in the year to 31 October 2024, and therefore reduce opening retained earnings for the year to 31 October 2025, by £153,245. This treatment is consistent with Section 10 of FRS 102, under which immaterial prior period errors are not required to be corrected by restatement of comparative amounts.
Page 13
TELEDOCTOR LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 OCTOBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit/(loss) for the financial year | 2,254,890 | (500,527)
Adjustments for: |  |
Amortisation of intangible assets | 1,767,139 | 1,099,218
Depreciation of tangible assets | 129,218 | 97,134
Loss on disposal of tangible assets | - | 41,214
Interest expense | 587,357 | 400,079
(Increase) in debtors | (2,880,550) | (648,558)
Increase in creditors | 1,010,356 | 633,880
Increase in provisions | 207,289 | 69,650
Net cash generated from operating activities | 3,075,699 | 1,192,090
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (2,661,379) | (2,337,446)
Purchase of tangible fixed assets | (116,038) | (245,604)
Net cash from investing activities | (2,777,417) | (2,583,050)
Cash flows from financing activities |  |
Other new loans | 2,000,000 | -
Repayment of other loans | - | (411,133)
Interest paid | (504,359) | (400,079)
Cash from/(used) financing activities | 1,495,641 | (811,212)
Net increase/(decrease) in cash and cash equivalents | 1,793,923 | (2,202,172)
Cash and cash equivalents at beginning of year | 1,218,570 | 3,420,742
Cash and cash equivalents at the end of year | 3,012,493 | 1,218,570
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 3,012,493 | 1,218,570
| 3,012,493 | 1,218,570
The notes on pages 16 to 29 form part of these financial statements.
Page 14
TELEDOCTOR LIMITED FOR THE YEAR ENDED 31 OCTOBER 2025
| At 1 November 2024 | Cash flows | At 31 October 2025
| £ | £ | £
Cash at bank and in hand | 1,218,570 | 1,793,923 | 3,012,493
Debt due after 1 year | (1,691,426) | (1,730,776) | (3,422,202)
Debt due within 1 year | (868,294) | (380,090) | (1,248,384)
| (1,341,150) | (316,943) | (1,658,093)
The notes on pages 16 to 29 form part of these financial statements.
Page 15
TELEDOCTOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
1. | General information
The principal activity of the company in the year was that of an online mindhealth platform. 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Going concern
The directors have assessed the Statement of Financial Position and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. 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. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Income statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. Page 16
TELEDOCTOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 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.
| 2.5 | 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, which range from 3 to 6 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.
| 2.6 | 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.
| 2.7 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.8 | 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 accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds. Page 17
TELEDOCTOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.9 | 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 reporting 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 reporting 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 balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.10 | 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:
|  |  |  | Platform expenditure | - |  | 3 years
|  |  |  | Intangible assets under development | - |  | Not amortised
|  |  |  | Website costs | - |  | 5 years
| 2.11 | 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. Page 18
TELEDOCTOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.11 | Tangible fixed assets (CONTINUED)
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:
|  |  |  | Computer equipment | - | 3 years
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.
| 2.12 | 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.
| 2.13 | Cash at bank and in hand
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. In the Statement of cash flows, cash at bank and in hand are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.
| 2.14 | 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.
| 2.15 | 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 19
TELEDOCTOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025 2.Accounting policies (continued)
| 2.16 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. 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.
| 2.17 | Financial liabilities
Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form. Financial liabilities within the scope of sections 11 and 12 of FRS 102 are initially classified as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. The Company determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, plus directly attributable transaction costs. Subsequently, the measurement of financial liabilities depends on their classification as follows: Interest bearing loans and borrowings Obligations for loans and borrowings are recognised when the Company becomes party to the related contracts and are measured initially at the fair value of consideration received less directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognised respectively in finance revenue and finance cost. Page 20
TELEDOCTOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the company's accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 of the revision and future periods if the revision affects both current and future periods. Significant judgements – capitalisation of internally developed software In applying the company's accounting policies under FRS 102, management makes critical judgements in determining whether the criteria for capitalising internally developed software are met. This includes distinguishing between the research and development phases of a project, as only development costs may be capitalised. Judgement is required to assess whether the project is technically feasible, intended for internal use, and whether sufficient resources are available to complete the development. These assessments determine the point at which capitalisation of costs begins. Key Sources of Estimation Uncertainty – Measurement of Capitalised Development Costs The measurement of capitalised development costs involves estimation uncertainty, particularly in determining the proportion of internal labour costs directly attributable to development activities. Management estimates the time spent by specific employees on software development based on project records and time allocations. These costs are capitalised as part of ‘Platform costs’ within intangible assets. Following initial recognition, management reviews the carrying amount of capitalised software for indicators of impairment, which may require further estimation of recoverable amounts. Page 21
TELEDOCTOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Therapy Income | 359,786 | 542,279
| Neurodevelopmental Income | 33,145,932 | 18,709,015
| Practitioner Platform | 2,835 | 6,483
|  | 33,508,553 | 19,257,777
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 33,508,553 | 19,257,777
|  | 33,508,553 | 19,257,777
5. | Operating profit/(loss)
| The operating profit/(loss) is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange differences | 24,076 | 18,503
6. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 38,500 | 31,000
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TELEDOCTOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 14,949,668 | 11,328,571
| Social security costs | 1,953,019 | 1,339,988
| Cost of defined contribution scheme | 694,788 | 251,191
|  | 17,597,475 | 12,919,750
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Employees | 311 | 230
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 549,895 | 545,882
| Company contributions to defined contribution pension schemes | 21,179 | 3,963
|  | 571,074 | 549,845
| During the year retirement benefits were accruing to 3 directors (2024: 3) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £217,659 (2024: £210,486).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £6,273 (2024: £6,090).
9. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loan interest payable | 587,357 | 400,079
|  | 587,357 | 400,079
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TELEDOCTOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
10. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| CORPORATION TAX |  |
| Current tax on profits for the year | 92,063 | (151,320)
| Adjustment in respect of previous periods | 151,320 | -
|  | 243,383 | (151,320)
| TOTAL CURRENT TAX | 243,383 | (151,320)
| DEFERRED TAX |  |
| Fixed asset timing differences | 617,193 | 85,183
| Tax losses utilised/(carried forward) | - | (15,860)
| Short-term timing differences | (409,904) | 327
| TOTAL DEFERRED TAX | 207,289 | 69,650
|  | 450,672 | (81,670)
| Factors affecting tax charge for the year
| The tax assessed for the year is the same as (2024: the same as) the standard rate of corporation tax in the UK of 25% (2024: 25%) as set out below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit/(loss) on ordinary activities before tax | 2,705,562 | (582,197)
| Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%) | 676,391 | (145,549)
| EFFECTS OF: |  |
| Fixed asset differences | (9,690) | 9,688
| Expenses not deductible for tax purposes | 42,555 | 4,278
| Other permanent differences | - | (2,154)
| Capital allowances for year in excess of depreciation | - | (174,913)
| Surrender of tax losses for R&D tax credit refund | - | 378,300
| Adjustments to tax charge in respect of previous periods - deferred tax | (409,904) | -
| Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge | 151,320 | (151,320)
| TOTAL TAX CHARGE FOR THE YEAR | 450,672 | (81,670)
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TELEDOCTOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
11. | Intangible assets
|  | Website costs | Platform expenditure | Total
|  | £ | £ | £
| COST |  |  |
| At 1 November 2024 | 38,118 | 4,849,453 | 4,887,571
| Additions | - | 2,661,379 | 2,661,379
| At 31 October 2025 | 38,118 | 7,510,832 | 7,548,950
| AMORTISATION |  |  |
| At 1 November 2024 | 20,883 | 1,860,033 | 1,880,916
| Charge for the year on owned assets | 7,624 | 1,759,515 | 1,767,139
| At 31 October 2025 | 28,507 | 3,619,548 | 3,648,055
| NET BOOK VALUE |  |  |
| At 31 October 2025 | 9,611 | 3,891,284 | 3,900,895
| At 31 October 2024 | 17,235 | 2,989,420 | 3,006,655
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TELEDOCTOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
12. | Tangible fixed assets
|  | Computer equipment
|  | £
| COST OR VALUATION |
| At 1 November 2024 | 411,191
| Additions | 116,038
| Disposals | (19,399)
| At 31 October 2025 | 507,830
| DEPRECIATION |
| At 1 November 2024 | 157,087
| Charge for the year on owned assets | 129,218
| Disposals | (19,399)
| At 31 October 2025 | 266,906
| NET BOOK VALUE |
| At 31 October 2025 | 240,924
| At 31 October 2024 | 254,104
13. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 3,127,465 | 1,383,680
| Other debtors | 3,024 | 2,169
| Prepayments and accrued income | 2,820,982 | 1,700,739
| Tax recoverable | - | 151,320
|  | 5,951,471 | 3,237,908
| Management has assessed the recoverability of trade and other receivables as at the reporting date. Based on this assessment, no impairment provision has been recognised during the year (2024: £nil). The assessment considered the credit quality of customers, historical default rates, and forward-looking information, including macroeconomic factors. The directors consider that the carrying amount of trade and other receivables approximates to their fair value.
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TELEDOCTOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
14. | Cash at bank and in hand
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 3,012,493 | 1,218,570
|  | 3,012,493 | 1,218,570
15. | Creditors: AMOUNTS FALLING DUE WITHIN ONE YEAR
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loans | 1,248,384 | 868,294
| Trade creditors | 1,476,987 | 792,652
| Corporation tax | 92,063 | -
| Other taxation and social security | 611,302 | 872,754
| Other creditors | 123,006 | 66,079
| Accruals and deferred income | 553,794 | 310,166
|  | 4,105,536 | 2,909,945
| Other loans presented under notes 14 and 15 represents an unsecured term loan facility which has repayment terms of 21 monthly installments of £121,429 starting 31 December 2025 until maturity. The loan bears an annual interest rate of 10.75%, subject to repricing.
16. | Creditors: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loans | 3,422,202 | 1,691,426
|  | 3,422,202 | 1,691,426
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TELEDOCTOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
17. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| AMOUNTS FALLING DUE WITHIN ONE YEAR |  |
| Other loans | 1,248,384 | 868,294
|  | 1,248,384 | 868,294
| AMOUNTS FALLING DUE 1-2 YEARS |  |
| Other loans | 3,422,202 | 947,852
|  | 3,422,202 | 947,852
| AMOUNTS FALLING DUE 2-5 YEARS |  |
| Other loans | - | 743,574
|  | - | 743,574
|  | 4,670,586 | 2,559,720
18. | Deferred taxation
|  | 2025
|  | £
| At beginning of year | (133,248)
| Charged to profit or loss | (207,289)
| AT END OF YEAR | (340,537)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fixed asset timing differences | (351,602) | (496,475)
| Tax losses carried forward | - | 356,977
| Short-term timing differences | 11,065 | 6,250
|  | (340,537) | (133,248)
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TELEDOCTOR LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2025
19. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | ALLOTTED, CALLED UP AND FULLY PAID |  |
|  | 3,792,464 Ordinary Shares of £0.000001 each (7,064 allotted in the year for £0.000001 fully paid) (2024: 3,785,400 Ordinary Shares of £0.000001 each) | 4 | 4
20. | Share options
During the current and prior year, the entity operated an equity-settled EMI share option scheme. The options are exercisable either a) immediately prior to a defined exit event, b) if the employee leaves the company on good terms or c) by their estate on the death of an employee holding options. The options are subject to a vesting schedule with the number of shares that an employee receives on exercise of their options increasing with the duration of their employment, with 0% for their options being exercisable in the first 12 months of employment, up to 100% after 48 months. For all options, the exercise price is £0.000001. Number of options brought forward: 225,870 Granted during the year: - Exercised during the year: - Outstanding at the end of the year: 225,870 The fair value of the options granted is not considered to be material and therefore no adjustment has been made to these financial statements.
21. | Pension commitments
The company operates a defined contributions 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 £694,788 (2024: £251,191). Contributions totaling £122,458 (2024: £61,461) were payable to the fund at the balance sheet date.
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