REGISTERED NUMBER: 07919081 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

FOR

INOVUS LIMITED

Page

Company Information

1

Abridged Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

E Street

J V Flute

R J Hornby

REGISTERED OFFICE:

Unit 14

Wharton Street

Sherdley Road Industrial Estate

St Helens

Merseyside

WA9 5AA

REGISTERED NUMBER:

07919081 (England and Wales)

AUDITORS:

Sedulo Audit Limited

5th Floor, Exchange Flags

Walker House

Liverpool

Merseyside

L2 3YL

FIXED ASSETS

Intangible assets

4

2,746,668

2,477,504

Tangible assets

5

881,086

506,622

Investments

6

8,172

8,172

3,635,926

2,992,298

CURRENT ASSETS

Stocks

290,658

282,662

Debtors

549,210

797,653

Cash at bank

2,257,597

1,407,307

3,097,465

2,487,622

CREDITORS

Amounts falling due within one year

1,694,436

2,728,185

NET CURRENT ASSETS/(LIABILITIES)

1,403,029

(240,563

)

TOTAL ASSETS LESS CURRENT LIABILITIES

5,038,955

2,751,735

CREDITORS

Amounts falling due after more than one year

7

(2,308,098

)

(3,333,144

)

PROVISIONS FOR LIABILITIES

(102,287

)

-

NET ASSETS/(LIABILITIES)

2,628,570

(581,409

)

CAPITAL AND RESERVES

Called up share capital

9

12

10

Share premium

4,329,484

579,498

Revaluation reserve

10

306,862

-

Retained earnings

(2,007,788

)

(1,160,917

)

SHAREHOLDERS' FUNDS

2,628,570

(581,409

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

All the members have consented to the preparation of an abridged Income Statement and an abridged Balance Sheet for the year ended 31 January 2026 in accordance with Section 444(2A) of the Companies Act 2006.

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 6 August 2026 and were signed on its behalf by:

E Street - Director

J V Flute - Director

1.	STATUTORY INFORMATION

Inovus 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.

The principal activity of the company in the year under review was that of design, production and sale of surgical simulators to enable surgical training powered by a state-of-the-art digital surgery platform.

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 are prepared in sterling, which is the functional currency of the company. Monetary amounts are rounded to the nearest £. The financial statements have been prepared under the historical cost convention.

Going concern

The directors have prepared financial and cash flow forecasts for a period of at least 12 months following the approval of these financial statements. The directors have concluded that it remains appropriate to prepare these financial statements on the going concern basis. The directors have a reasonable expectation that the company will continue to have access to adequate resources to continue to operate for the foreseeable future.

Preparation of consolidated financial statements

The financial statements contain information about Inovus Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Turnover

Turnover represents the total invoice value, excluding value added tax, of sales made during the year and derives from the provision of goods and services falling within the company's ordinary activities. Sales are recognised at the point at which the company has fulfilled its contractual obligations to the customer.

Revenue from the sales of goods is recognised when the significant risks and rewards of ownership of the goods has passed to the buyer [usually on despatch of the goods], the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

When there are multiple performance obligations within a sale, judgement is applied in apportioning the turnover between the performance obligations based on the underlying benefit to the customer.

Turnover is recognised either once the service has been completed, on despatch of goods or over the time period the customer benefits from a product. Amounts invoiced in respect of performance obligations yet to be met are recognised as deferred income.

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 relate to the company's ongoing research and development projects and are capitalised where the recognition criteria in FRS 102 are met.

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

Other intangibles is being amortised evenly over its estimated useful life of three years.

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 or, if held under a finance lease, over the lease term, whichever is the shorter.

Freehold property - 2% on cost

Improvements to property - 10% on cost

Plant and machinery - 25% on cost

Fixtures and fittings - 25% on cost

Computer equipment - 25% on cost

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

Revaluation of tangible fixed assets

Individual freehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the reporting date.

Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

Impairment of Fixed Assets

At each reporting end date, the company reviews the carrying amounts of its tangible fixed assets to determine whether there is any indication that those assets have suffered an impairment loss.

If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash generating unit to which the asset belongs.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost comprises 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.

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

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

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 constitutes a financing 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.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the profit or loss account.

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 constitutes a financing 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. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end 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

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

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.

Foreign exchange

Transactions denominated in foreign currency are recorded at the rates of exchange ruling at the dates of the transactions, or at an average rate for the period if the rates do not fluctuate significantly. Monetary assets and liabilities are translated at year end exchange rates or, where appropriate, at the rates of exchange fixed under the terms of the relevant transaction. The resulting exchange rate differences are charged to the profit and loss account.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in the profit and loss account within finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Research and development

Research and development expenditure credits are recognised within other operating income in the period in which the qualifying expenditure is incurred, and are taxable. The credit for the prior period was claimed under the SME scheme and was recognised as a reduction in the taxation charge. The comparative figures have not been restated, as the change reflects the transition to the merged research and development expenditure credit scheme for accounting periods beginning on or after 1 April 2024 rather than a change in accounting policy.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 35 (2025 - 38 ) .

4.	INTANGIBLE FIXED ASSETS

Totals

£

COST

At 1 February 2025

3,301,118

Additions

1,119,531

Grants

(51,829

)

At 31 January 2026

4,368,820

AMORTISATION

At 1 February 2025

823,614

Amortisation for year

798,538

At 31 January 2026

1,622,152

NET BOOK VALUE

At 31 January 2026

2,746,668

At 31 January 2025

2,477,504

5.	TANGIBLE FIXED ASSETS

Totals

£

COST OR VALUATION

At 1 February 2025

1,065,980

Additions

79,399

Revaluations

409,149

At 31 January 2026

1,554,528

DEPRECIATION

At 1 February 2025

559,358

Charge for year

114,084

At 31 January 2026

673,442

NET BOOK VALUE

At 31 January 2026

881,086

At 31 January 2025

506,622

Cost or valuation at 31 January 2026 is represented by:

Totals

£

Valuation in 2026

409,149

Cost

1,145,379

1,554,528

The company's freehold property was revalued to £700,000 by Fisher German LLP, independent chartered surveyors. The valuation was carried out following the year end and the directors consider it reflects the value as at the year end. Deferred taxation of £102,287 has been provided on the resulting surplus of £409,149, and the net amount of £306,862 has been credited to the revaluation reserve. Had the property not been revalued, it would have been carried at £290,851 under the historical cost basis.

6.	FIXED ASSET INVESTMENTS

Information on investments other than loans is as follows:

Totals

£

COST

At 1 February 2025

and 31 January 2026

8,172

NET BOOK VALUE

At 31 January 2026

8,172

At 31 January 2025

8,172

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Inovus Medical Inc

Registered office: Suite 300, 5426 Beaumont Center Blvd, Tampa FL33634

Nature of business: sale of surgical simulators to enable surgical training powered by a state-of-the-art digital surgery platform.

Class of shares: % holding

Common Stock 100.00

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN FIVE YEARS

31.1.26

31.1.25

£

£

Repayable by instalments

Bank loans more than 5 years

82,931

86,414

The bank loans are secured by fixed charges on the properties concerned together with a fixed and floating charge over the assets of the company.

Bond instruments (shown as other loans) due within and after one year totalling £1,928,324 (2025: £2,001,313) relate to drawdowns on a bond instrument agreement dated 12 April 2022 entered into with an unrelated company that also is the warrant holder (note 15).

The following bonds have been drawndown:

Drawdown Date

Tranche description

Bond drawdown

22 April 2022

Class A bonds

£2,100,000

28 March 2023

Class B bonds

£1,500,000

The bonds were repayable in Euros over 36 months with the first 12 months being interest only. The bond holder accrues warrant shares at each tranche drawdown date. See note 15 for further details on the warrant shares.

The bonds are secured by a debenture over all assets of the company.

8.	LEASING AGREEMENTS

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

31.1.26

31.1.25

£

£

Within one year

32,000

32,000

Between one and five years

50,666

80,000

82,666

112,000

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal value:

31.01.26

31.01.25

£

£

800,000

Ordinary

£0.00001

8

8

381,915 (31.1.25 - 150,000)

A Ordinary

£0.00001

4

2

20,000

B Ordinary

£0.00001

-

-

2 (31.1.25 - NIL)

G Ordinary

£0.00001

-

-

12

10

During the year the company received investment from third parties and issued 231,915 A Ordinary shares and 2 G Ordinary shares. The shares were issued at a premium, generating share premium of £3,749,986 (total consideration £3,749,988).

10.

RESERVES

Revaluation

reserve

£

Revaluation

409,149

Deferred taxation

(102,287

)

At 31 January 2026

306,862

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

The Auditors' Report was unqualified.

Katelyn Dutton (Senior Statutory Auditor)

for and on behalf of Sedulo Audit Limited

12.	RELATED PARTY DISCLOSURES

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.

13.	POST BALANCE SHEET EVENTS

On 20/03/2026, after the reporting date, the company issued 96,632 A Ordinary shares to The Kitchen LLC (trading as Unorthodox Ventures) at £18.11 per share, for a total subscription of £1,750,005. The proceeds were received in full and are reflected in share capital and share premium in the period following the reporting date.

14.	ULTIMATE CONTROLLING PARTY

By virtue of their shareholding, Elliot Street and Jordan Van Flute hold the controlling interest in the company.

15.	SHARE-BASED ARRANGEMENT

On 12 April 2022, the company entered into a warrant instrument agreement with an unrelated company that is also the bond instrument holder. The warrant instrument gives the warrant holder options to subscribe for shares at an agreed exercise price in exchange for cash or in exchange for settlement of the bond instrument (note 7). The warrant instrument may be exercised by the warrant holder at any time with a long stop date of 10 years from the date of grant or within 5 years from the date of a listing, whichever is longer.

The following warrant shares have been granted:

Grant date

Tranche description

Warrant shares granted

12 April 2022

Signing shares

Value of equity equal to £204,000

22 April 2022

Tranche A shares

Value of equity equal to £126,000

28 March 2023

Tranche B shares

Value of equity equal to £90,000