uMotif Limited Filleted accounts for Companies House (small and micro)

COMPANY REGISTRATION NUMBER: 07993440

UMOTIF LIMITED

FILLETED FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 December 2025

UMOTIF LIMITED

BALANCE SHEET

31 December 2025

	2025		2024
Note	£	£	£	£

Fixed assets

Tangible assets	5		65,983		45,687

Current assets

Debtors	7	2,786,009	1,517,808
Cash at bank and in hand		1,927,504	2,427,426
		-----------	-----------
		4,713,513	3,945,234

Creditors: amounts falling due within one year	8	( 5,737,519)		( 3,190,210)
		-----------		-----------
Net current (liabilities)/assets			( 1,024,006)		755,024
			-----------		--------
Total assets less current liabilities			( 958,023)		800,711

Creditors: amounts falling due after more than one year	9	( 12,569,102)	( 5,434,510)
		------------	-----------
Net liabilities		( 13,527,125)	( 4,633,799)
		------------	-----------

Capital and reserves

Called up share capital	10	3,717	3,615
Share premium account		39,610,355	39,610,355
Capital redemption reserve		27	–
Capital contribution		2,150,898	1,565,489
Profit and loss account		( 55,292,122)	( 45,813,258)
		------------	------------
Shareholders deficit		( 13,527,125)	( 4,633,799)
		------------	------------

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the profit and loss account has not been delivered.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements were approved by the board of directors and authorised for issue on 22 July 2026 , and are signed on behalf of the board by:

G R Parrott

Director

Company registration number: 07993440

UMOTIF LIMITED

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 31 DECEMBER 2025

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 12 New Fetter Lane, London, EC4A 1JP, United Kingdom.

2. Statement of compliance

These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis. The financial statements are prepared in sterling, which is the functional currency of the entity. The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.

Going concern

The directors believe that notwithstanding current year losses of £10,387,106, which are a result of the decision to continue to enhance product development and delivery capability, the company's financial statements should be prepared on a going concern basis on the grounds that funds generated from recent and forecast business performance and funding or support from the shareholders will be adequate to meet the company's needs for a period of at least 12 months from the date of approval of these financial statements. The company had net liabilities of £13,527,125 as at the balance sheet date.

Consolidation

The company has taken advantage of the option not to prepare consolidated financial statements contained in Section 398 of the Companies Act 2006 on the basis that the company and its subsidiary undertakings comprise a small group.

Revenue recognition

Revenue is recognised to the extent that it is probable 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. Revenue from a contract to provide services is recognised in the period in which the services are provided.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

	Computer equipment	-	Over 3 years on a straight line basis

Investments in subsidiaries

Investments in subsidiaries are accounted for at cost less any accumulated impairment losses.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

Financial instruments

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method. At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss. Basic financial liabilities, which include trade and other payables, 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 receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year of less. If not, then they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Employee benefits Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.

Research and development

Expenditure on research and development is written off as incurred.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided.

4. Employee numbers

The average number of persons employed by the company during the year amounted to 59 (2024: 73 ).

5. Tangible assets

	Computer equipment
	£
Cost
At 1 January 2025	212,162
Additions	47,737
Disposals	( 54,565)
	--------
At 31 December 2025	205,334
	--------
Depreciation
At 1 January 2025	166,475
Charge for the year	26,144
Disposals	( 53,268)
	--------
At 31 December 2025	139,351
	--------
Carrying amount
At 31 December 2025	65,983
	--------
At 31 December 2024	45,687
	--------

6. Investments

	Shares in group undertakings
	£
Cost
At 1 January 2025 and 31 December 2025	466,573
	--------
Impairment
At 1 January 2025 and 31 December 2025	466,573
	--------

Carrying amount
At 31 December 2025	–
	--------
At 31 December 2024	–
	--------

Subsidiaries, associates and other investments

	Registered office	Class of share	Percentage of shares held
Subsidiary undertakings
uMotif Inc.	1012 College Road, Suite 201, Dover, County of Kent, Delaware 19904	Ordinary	100
ClinOne Inc.	1012 College Road, Suite 201, Dover, County of Kent, Delaware 19904	Ordinary	100

ClinOne UK Limited was dissolved on 13 May 2025.

7. Debtors

	2025	2024
	£	£
Trade debtors	1,636,034	663,556
Research and development expenditure credit receivable	338,894	360,422
Other debtors	811,081	493,830
	-----------	-----------
	2,786,009	1,517,808
	-----------	-----------

8. Creditors: amounts falling due within one year

	2025	2024
	£	£
Trade creditors	2,139,742	817,416
Accruals	598,713	131,425
Social security and other taxes	373,317	434,334
Deferred income	2,569,314	1,760,430
Other creditors	56,433	46,605
	-----------	-----------
	5,737,519	3,190,210
	-----------	-----------

9. Creditors: amounts falling due after more than one year

	2025	2024
	£	£
Convertible loan	12,569,102	5,434,510
	------------	-----------

During the year the convertible loan was amended for further loan advances totalling £7,720,000. The convertible loan of £14,720,000 provided by the parent company is interest free and repayable on 29 August 2027. The loan has been presented in accordance with the requirements of FRS 102 and is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

10. Called up share capital

Issued, called up and fully paid

	2025		2024
	No.	£	No.	£
A ordinary shares of £0.000035 each	75,000,000	2,621	75,000,000	2,621
B ordinary shares of £0.000035 each	27,585,078	966	24,674,667	864
C ordinary shares of £0.000035 each	3,726,593	130	3,726,593	130
	-------------	------	-------------	------
	106,311,671	3,717	103,401,260	3,615
	-------------	------	-------------	------

During the year there was an issue of 3,669,629 B ordinary shares with a nominal value of £128 for a consideration of £128.

During the year the company purchased 759,218 of its B ordinary shares for a consideration of £27.

11. Other financial commitments

Total financial commitments, guarantees and contingencies which are not included in the balance sheet amount to £75,000 (2024: 8,600) and relates to a financial commitment for office space.

12. Summary audit opinion

The auditor's report dated 23 July 2026 was unqualified .

The senior statutory auditor was William Kerr , for and on behalf of Xeinadin Audit Limited .

13. Controlling party

At 31 December 2025, the company's immediate parent company was Athyrium Opportunities IV Acquisition 2 LP, a company incorporated in the United States of America. At 31 December 2025, the company's ultimate parent company and controlling party was Athyrium Funds GP Holdings LLC, a company incorporated in the United States of America.