REGISTERED NUMBER: 12170151 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

FOR

PAINCHEK UK LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

I McAdam

REGISTERED OFFICE:

10 John Street

London

United Kingdom

WC1N 2EB

REGISTERED NUMBER:

12170151 (England and Wales)

ACCOUNTANTS:

Oury Clark Chartered Accountants

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

FIXED ASSETS

Tangible assets

4

1,617

2,382

CURRENT ASSETS

Debtors

5

110,389

98,233

Cash at bank

51,317

33,155

161,706

131,388

CREDITORS

Amounts falling due within one year

6

2,594,655

2,051,743

NET CURRENT LIABILITIES

(2,432,949

)

(1,920,355

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(2,431,332

)

(1,917,973

)

CAPITAL AND RESERVES

Called up share capital

7

100

100

Share option reserve

91,769

67,842

Retained earnings

(2,523,201

)

(1,985,915

)

SHAREHOLDERS' FUNDS

(2,431,332

)

(1,917,973

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 June 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 30 June 2025 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his 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 director and authorised for issue on 30 July 2026 and were signed by:

I McAdam - Director

1.	STATUTORY INFORMATION

PainChek UK 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 company is reliant on the continuing financial support from the parent company to remain as a going concern, and in making their assessment, the directors have considered the position of the group and its ability to continue to provide this support. After making enquires the directors have reasonable expectation that the shareholders and company have adequate resources to continue in operational existence and meet its liabilities as they fall due for at least 12 months and 1 day from the date of signing of the financial statements dependent upon the group meeting one or more of the following conditions:

- The ability of the consolidated entity to raise sufficient capital when necessary; and

- The successful commercialization of its intellectual property in a manner that generates sufficient operating cash inflows.

The directors believe that the going concern basis of preparation is appropriate due to the group's recent history of raising capital and the significant progress made on exploiting their intellectual property. The directors will be exploring a variety of fundraising options. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover is measured at the fair value of the consideration or receivable, net of discounts and value added taxes. Turnover includes revenue earned from rendering services. Revenue is recognised over the subscription period. Where services have been invoiced but not yet performed, deferred revenue is accounted for within the financial statements.

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery etc - Straight line over 3 years

Financial instruments

Basic financial instruments as covered by Section 11 of FRS102 are measured at amortised cost. The company does not have any other financial instruments as covered by Section 12 of FRS102.

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.

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.

Share-based payments

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services.

The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 11 (2024 - 8 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 July 2024

4,326

Additions

837

At 30 June 2025

5,163

DEPRECIATION

At 1 July 2024

1,944

Charge for year

1,602

At 30 June 2025

3,546

NET BOOK VALUE

At 30 June 2025

1,617

At 30 June 2024

2,382

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.6.25

30.6.24

£

£

Trade debtors

102,085

68,717

Other debtors

8,304

29,516

110,389

98,233

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.6.25

30.6.24

£

£

Trade creditors

105,340

16,659

Amounts owed to group undertakings

2,240,001

1,821,127

Taxation and social security

46,982

47,280

Other creditors & accruals

202,332

166,677

2,594,655

2,051,743

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

30.6.25

30.6.24

value:

£

£

100

Ordinary

£1

100

100

8.	ULTIMATE PARENT COMPANY

The ultimate parent company is Painchek Ltd, which is incorporated in Australia and has its registered office at Suite 401, 35 Lime Street, Sydney NSW 2000, Australia.

9.	ULTIMATE CONTROLLING PARTY

In the opinion of the Director, there is no ultimate controlling party.