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Registered number: 10587122









OXFORD MEDICAL SIMULATION LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2026

 
OXFORD MEDICAL SIMULATION LIMITED
 

COMPANY INFORMATION


DIRECTORS
Mr S M Dunne 
Mr T Hancock (appointed 24 March 2025, resigned 19 December 2025)
Dr K N Henke 
Mr F N Morandi 
Dr J Pottle 
Ms J Vazanova (Chair) 
Mr M W Wallace 
Mr L R Hurst (resigned 24 March 2025)




REGISTERED NUMBER
10587122



REGISTERED OFFICE
201 Borough High Street

London

SE1 1JA




INDEPENDENT AUDITORS
Price Bailey LLP
Chartered Accountants & Statutory Auditors

Tennyson House

Cambridge Business Park

Cambridge

CB4 0WZ





 
OXFORD MEDICAL SIMULATION LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 3
Directors' Report
 
4 - 5
Independent Auditors' Report
 
6 - 9
Consolidated Statement of Comprehensive Income
 
10
Consolidated Balance Sheet
 
11
Company Balance Sheet
 
12
Consolidated Statement of Changes in Equity
 
13
Company Statement of Changes in Equity
 
14
Consolidated Statement of Cash Flows
 
15
Consolidated Analysis of Net Debt
 
16
Notes to the Financial Statements
 
17 - 35


 
OXFORD MEDICAL SIMULATION LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2026

INTRODUCTION
 
The Directors present the strategic report for year ended 31 January 2026.

BUSINESS REVIEW
 
The Directors are pleased with the company’s continued positive momentum over the past financial year, which has seen significant commercial progress and strategic execution in our core markets. 

Our presence in both the UK and US has strengthened, with material traction in the US reflected in revenue growth and the signing of key contracts, particularly within the health system sector. Despite persistent global economic pressures and public sector funding constraints, the business has delivered a robust performance and maintained strong demand across our academic and clinical client base. 

During the year; we have expanded our reach across a broader spectrum of learner groups, now supporting training across all levels of nursing and allied health professions. In parallel, we have accelerated the development of our AI-driven capabilities. These advancements support the Group’s position at the forefront of innovation in immersive simulation. 

Recent strategic hires across Product, Sales, and the Executive Team are already contributing to the refinement of our product offering, operational scalability, and commercial execution. The Directors are satisfied that the business is well-positioned to build on this foundation and deliver accelerated growth in the coming years.

KEY PERFORMANCE INDICATORS
 
As the Group is currently scaling it’s financial model towards future profitability, revenue growth is the primary key performance indicator monitored by the Directors, the Directors were pleased with the growth delivered in the year. 
                 
2026             2025         Change %
Revenue £7,050,965   £5,618,690   25.5%

Page 1

 
OXFORD MEDICAL SIMULATION LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026

PRINCIPAL RISKS AND UNCERTAINTIES
 
The principal risks and uncertainties facing the Group are:

Customer & market risk

The medical simulation and healthcare education market in which the Group operates is highly competitive and is evolving and innovating at pace. The Group continues to invest multiple years in advance in product development to meet customer needs and remain a leader in immersive healthcare simulations. 

Political & Economic risk

The Group serves healthcare and academic customers globally, many of whom are reliant on government and public funding. The Group could be exposed to adverse changes in government policy or economic conditions which impact the spending of its customers. The Group continues to invest in offering a competitive product and the Directors regularly review current economic and political conditions. 

Recruitment & retention of employees

Retaining a highly motivated team of great people is critical to the Group’s long-term success. The Group has talent development initiatives to ensure appropriate experience and training is provided, and monitors and mitigates where there may be over reliance on one individual.

Cyber & data security

Cyber threats present a risk to the Group’s core operations and to the product offering to customers. The Group has implemented cyber security controls and company wide training, and continues to monitor key systems and infrastructure. 

Financial risk management

Currency risk

A significant proportion of the Group’s revenue and costs are denominated in USD, whilst this trading offers a level of natural hedging, the Group is exposed to fluctuations in currency rates. The Group therefore performs regular reviews of its foreign currency exposure.

Credit risk

The Group’s trade debtors result in a level of credit risk. The Group reviews the creditworthiness of customers prior to offering credit terms and senior leadership regularly monitor customer balances.

Liquidity risk

The Group manages liquidity risk through regular reviews of trading and cashflow forecasts,  managing trading performance and implementing suitable funding strategies. 

FUTURE DEVELOPMENTS
 
The Group will continue to develop and supply its immersive healthcare simulation product to support healthcare professionals globally. The Directors expect to continue to invest in the Product, Commercial and Executive Teams and deliver accelerated growth. 

Page 2

 
OXFORD MEDICAL SIMULATION LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026

GOING CONCERN

At 31 January 2026, the Group had cash reserves of £7,134,692 (2025: £4,382,876) and generated a cash outflow before financing activities in the year of £2,128,869 (2025: £4,624,704). The Group had an overall cash inflow in the year of £2,751,816 (2025: outflow of £4,624,704), following the successful completion of a £5m debt facility, which was fully drawn in December 2025. The facility includes an 18-month capital repayment holiday and the Group continues to monitor its cash flow performance against the associated covenants.

Whilst the Group continues to grow revenues and progress towards profitability, continued investment in product development and operational capability, together with future debt servicing requirements, means that the Group may continue to generate net cash outflows in the near term.

The Directors have reviewed the Group’s trading and cash flow forecasts for a period of at least 12 months from the date of approval of the financial statements and consider it appropriate to prepare the financial statements on a going concern basis. In making this assessment, the Directors have considered the Group’s expected revenue growth together with alternative scenarios where growth is delayed. The Directors have also considered the mitigating actions available to the Group in such circumstances, including controlling the cost base as required, as well as the potential funding options available to the Group.


This report was approved by the board on 26 October 2026 and signed on its behalf.



Mr M W Wallace
Director

Page 3

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2026

The Directors present their report and the financial statements for the year ended 31 January 2026.

DIRECTORS' RESPONSIBILITIES STATEMENT

The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the Directors are required to:


∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgements 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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

PRINCIPAL ACTIVITY

The principal activity in the year under review was that of business software development.

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to £4,902,574 (2025 - loss £4,828,448).

During the year no dividends were paid (2025: £NIL).

DIRECTORS

The Directors who served during the year were:

Mr S M Dunne 
Mr T Hancock (appointed 24 March 2025, resigned 19 December 2025)
Dr K N Henke 
Mr F N Morandi 
Dr J Pottle 
Ms J Vazanova (Chair) 
Mr M W Wallace 
Mr L R Hurst (resigned 24 March 2025)

Page 4

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026

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 and the Group'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 and the Group's auditors are aware of that information.

AUDITORS

Under section 487(2) of the Companies Act 2006, Price Bailey LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on 26 October 2026 and signed on its behalf.
 





Mr M W Wallace
Director

Page 5

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OXFORD MEDICAL SIMULATION LIMITED
 

OPINION


We have audited the financial statements of Oxford Medical Simulation Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 January 2026, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


∙give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 January 2026 and of the Group's loss 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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 Group's or the Parent 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.


Page 6

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OXFORD MEDICAL SIMULATION LIMITED (CONTINUED)


OTHER INFORMATION


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.


OPINION 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 Group 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 Group Strategic Report and the Directors' Report have 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the Parent Company 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 4, 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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OXFORD MEDICAL SIMULATION LIMITED (CONTINUED)


AUDITORS' 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 Auditors' 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 Group 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the company, the group and the
industry in which it operates and considered the risk of material misstatement in respect of irregularities,
including fraud and non-compliance with laws and regulations. This included those regulations directly related to the financial statements, including financial reporting, tax legislation and distributable profits and industry
regulations including GDPR, employment law and health and safety.

We communicated the identified laws and regulations with the audit team and remained alert to any indications
of non-compliance throughout the audit. We carried out specific procedures to address the risks identified.
These included the following:

- Agreeing the financial statement disclosures to underlying supporting documentation to assess     compliance with provisions of relevant laws and regulations described as having a direct effect on the    financial statements;
-  Enquiries of management including those responsible for key regulations;
-  Performing analytical procedures to identify any unusual or unexpected relationships that may indicate    risks of material misstatement due to fraud;
-  Reviewing minutes of board meetings.

In addressing the risk of management override of controls, we carried out testing of journal entries and other
adjustments for appropriateness, assessing whether the judgements made in making accounting estimates are
indicative of a potential bias and evaluating the business rationale of significant transactions outside the normal
course of business.

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 Auditors' Report.


Page 8

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OXFORD MEDICAL SIMULATION 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 Auditors' 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.





Andrew Booth (Senior Statutory Auditor)
  
for and on behalf of
Price Bailey LLP
 
Chartered Accountants
Statutory Auditors
  
Tennyson House
Cambridge Business Park
Cambridge
CB4 0WZ

27 October 2026
Page 9

 
OXFORD MEDICAL SIMULATION LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2026

2026
2025
Note
£
£

  

Turnover
 4 
7,050,965
5,618,690

Cost of sales
  
(168,527)
(204,777)

Gross profit
  
6,882,438
5,413,913

Administrative expenses
  
(11,956,875)
(10,578,042)

Other operating income
 5 
229,412
-

Operating loss
 6 
(4,845,025)
(5,164,129)

Interest receivable and similar income
 10 
83,196
142,580

Fair value movements
  
(95,748)
-

Loss before taxation
  
(4,857,577)
(5,021,549)

Tax on loss
 11 
(44,997)
193,101

Loss for the financial year
  
(4,902,574)
(4,828,448)

  

Currency translation differences
  
617,417
(89,326)

Total comprehensive income for the year
  
(4,285,157)
(4,917,774)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(4,902,574)
(4,828,448)

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
(4,285,157)
(4,917,774)

The notes on pages 17 to 35 form part of these financial statements.

Page 10

 
OXFORD MEDICAL SIMULATION LIMITED
REGISTERED NUMBER: 10587122

CONSOLIDATED BALANCE SHEET
AS AT 31 JANUARY 2026

2026
2025
As restated
Note
£
£

  

Fixed assets
  

Tangible assets
 12 
157,812
220,679

Current assets
  

Debtors: amounts falling due within one year
 14 
1,382,749
2,445,026

Cash at bank and in hand
 15 
7,134,692
4,382,876

  
8,517,441
6,827,902

Creditors: amounts falling due within one year
 16 
(5,151,622)
(4,305,708)

Net current assets
  
 
 
3,365,819
 
 
2,522,194

Total assets less current liabilities
  
3,523,631
2,742,873

  

Creditors: amounts falling due after more than one year
 17 
(6,194,193)
(1,189,399)

  

  

Net (liabilities)/assets
  
(2,670,562)
1,553,474


Capital and reserves
  

Called up share capital 
 19 
34
34

Share premium account
 20 
15,648,716
15,648,716

Foreign exchange reserve
 20 
563,673
(53,744)

Share options reserve
 20 
590,007
528,886

Profit and loss account
 20 
(19,472,992)
(14,570,418)

  
(2,670,562)
1,553,474


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 October 2026.




Mr M W Wallace
Director

The notes on pages 17 to 35 form part of these financial statements.

Page 11

 
OXFORD MEDICAL SIMULATION LIMITED
REGISTERED NUMBER: 10587122

COMPANY BALANCE SHEET
AS AT 31 JANUARY 2026

2026
2025
Note
£
£

Fixed assets
  

Tangible assets
 12 
133,103
172,066

Investments
 13 
8
8

  
133,111
172,074

Current assets
  

Debtors: amounts falling due within one year
 14 
9,087,146
6,953,746

Cash at bank and in hand
  
5,452,965
3,645,281

  
14,540,111
10,599,027

Creditors: amounts falling due within one year
 16 
(2,424,616)
(2,051,382)

Net current assets
  
 
 
12,115,495
 
 
8,547,645

Total assets less current liabilities
  
12,248,606
8,719,719

  

Creditors: amounts falling due after more than one year
 17 
(5,707,220)
(409,610)

  

Net assets
  
6,541,386
8,310,109


Capital and reserves
  

Called up share capital 
 19 
34
34

Share premium account
 20 
15,648,716
15,648,716

Share options reserve
 20 
590,007
528,886

Profit and loss account carried forward
  
(9,697,371)
(7,867,527)

  
6,541,386
8,310,109


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 October 2026.


Mr M W Wallace
Director

The notes on pages 17 to 35 form part of these financial statements.

Page 12
 

 
OXFORD MEDICAL SIMULATION LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026



Called up share capital
Share premium account
Foreign exchange reserve
Share options reserve
Profit and loss account
Total equity


£
£
£
£
£
£



At 1 February 2024
34
15,648,716
35,582
495,971
(9,741,970)
6,438,333





Loss for the year
-
-
-
-
(4,828,448)
(4,828,448)


Currency translation differences
-
-
(89,326)
-
-
(89,326)


Share options charge
-
-
-
32,915
-
32,915





At 1 February 2025
34
15,648,716
(53,744)
528,886
(14,570,418)
1,553,474





Loss for the year
-
-
-
-
(4,902,574)
(4,902,574)


Currency translation differences
-
-
617,417
-
-
617,417


Share options charge
-
-
-
61,121
-
61,121



At 31 January 2026
34
15,648,716
563,673
590,007
(19,472,992)
(2,670,562)



The notes on pages 17 to 35 form part of these financial statements.

Page 13

 

 
OXFORD MEDICAL SIMULATION LIMITED


 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026



Called up share capital
Share premium account
Share options reserve
Profit and loss account
Total equity


£
£
£
£
£



At 1 February 2024
34
15,648,716
495,971
(5,612,803)
10,531,918





Loss for the year
-
-
-
(2,254,724)
(2,254,724)


Share options charge
-
-
32,915
-
32,915





At 1 February 2025
34
15,648,716
528,886
(7,867,527)
8,310,109





Loss for the year
-
-
-
(1,829,844)
(1,829,844)


Share options charge
-
-
61,121
-
61,121



At 31 January 2026
34
15,648,716
590,007
(9,697,371)
6,541,386



The notes on pages 17 to 35 form part of these financial statements.

Page 14
 
OXFORD MEDICAL SIMULATION LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2026

2026
2025
£
£

Cash flows from operating activities

Loss for the financial year
(4,902,574)
(4,828,448)

Adjustments for:

Depreciation of tangible assets
132,166
133,714

Loss on disposal of tangible assets
196,876
86,477

Movement in RDEC receivable
(229,412)
-

Interest received
(83,196)
(142,580)

Taxation charge
44,997
(193,101)

Decrease/(increase) in debtors
1,049,300
(418,847)

Increase in creditors
874,275
665,340

FX movement
617,417
(89,326)

Share based payment
61,121
32,915

Fair value of venture debt
95,748
-

Corporation tax received
197,392
271,595

Net cash generated from operating activities

(1,945,890)
(4,482,261)


Cash flows from investing activities

Purchase of tangible fixed assets
(266,175)
(285,023)

Interest received
83,196
142,580

Net cash from investing activities

(182,979)
(142,443)

Cash flows from financing activities

New loans advanced, net of arrangement fees
4,950,000
-

Loan interest paid
(69,315)
-

Net cash used in financing activities
4,880,685
-

Net increase/(decrease) in cash and cash equivalents
2,751,816
(4,624,704)

Cash and cash equivalents at beginning of year
4,382,876
9,007,580

Cash and cash equivalents at the end of year
7,134,692
4,382,876


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
7,134,692
4,382,876


The notes on pages 17 to 35 form part of these financial statements.

Page 15

 
OXFORD MEDICAL SIMULATION LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 JANUARY 2026





At 1 February 2025
Cash flows
Other non-cash changes
At 31 January 2026
£

£

£

£

Cash at bank and in hand

4,382,876

2,751,816

-

7,134,692

Debt due after 1 year

-

(4,880,685)

(95,748)

(4,976,433)

Net (debt)/cash


4,382,876
(2,128,869)
(95,748)
2,158,259

The notes on pages 17 to 35 form part of these financial statements.

Page 16

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

1.


GENERAL INFORMATION

Oxford Medical Simulation Limited is a private company, limited by shares, incorporated in England & Wales, registered number 10587122. The registered office is 201 Borough High Street, London, SE1 1JA.

The principal activity in the year under review was that of business software development.

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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The financial statements are rounded to the nearest £.

The following principal accounting policies have been applied:

  
2.2

REDUCED DISCLOSURE EXEMPTIONS

The company has taken advantage of the following disclosure exemptions in preparing the company's individual financial statements, as permitted by FRS 102:

the requirements of Section 7 Statement of Cash Flows;

the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements.

The Company has taken advantage of the exemption contained within section 408 of the Companies Act 2006 not to present its own profit and loss account. The company's loss of the year was £1,829,844 (2025: £2,254,724)

 
2.3

BASIS OF CONSOLIDATION

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 17

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

2.ACCOUNTING POLICIES (CONTINUED)

 
2.4

GOING CONCERN

At 31 January 2026, the Group had cash reserves of £7,134,692 (2025: £4,382,876) and generated a cash outflow before financing activities in the year of £2,128,869 (2025: £4,624,704). The Group had an overall cash inflow in the year of £2,751,816 (2025: outflow of £4,624,704), following the successful completion of a £5m debt facility, which was fully drawn in December 2025. The facility includes an 18-month capital repayment holiday and the Group continues to monitor its cash flow performance against the associated covenants.

Whilst the Group continues to grow revenues and progress towards profitability, continued investment in product development and operational capability, together with future debt servicing requirements, means that the Group may continue to generate net cash outflows in the near term.

The Directors have reviewed the Group’s trading and cash flow forecasts for a period of at least 12 months from the date of approval of the financial statements and consider it appropriate to prepare the financial statements on a going concern basis. In making this assessment, the Directors have considered the Group’s expected revenue growth together with alternative scenarios where growth is delayed. The Directors have also considered the mitigating actions available to the Group in such circumstances, including controlling the cost base as required, as well as the potential funding options available to the Group.

 
2.5

REVENUE

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Revenue includes revenue earned from the rendering of services and the sale of goods. Revenue is reduced for estimated customer returns, rebates and other similar allowances.

Revenue earned from services is recognised in line with the period in which services are supplied to customers. Revenue from the sale of goods is recognised upon supply of goods to customers. 

Individual customer contracts are reviewed to determine the relevant split of services and their applicable time frames, with revenue from these contracts recognised in line with the policies outlined above.

 
2.6

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.

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
-
Straight line over 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.

Page 18

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

2.ACCOUNTING POLICIES (CONTINUED)

 
2.7

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.8

DEBTORS

Short-term debtors are measured at transaction price, less any impairment. 

 
2.9

CASH AND CASH EQUIVALENTS

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 Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
 

 
2.10

FINANCIAL INSTRUMENTS

The Group applies the provisions of Section 11 "Basic Financial Instruments" and Section 12 "Other Financial Instruments Issues" of FRS 102 in accounting for its financial instruments. 

Financial instruments are recognised in the Group's Balance Sheet when the Group 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 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 Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

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 the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

Page 19

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

2.ACCOUNTING POLICIES (CONTINUED)


2.10
FINANCIAL INSTRUMENTS (continued)

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.


 

Basic 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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Non-basic financial liabilities

Financial liabilities that do not meet the conditions of a basic financial instrument under Section 11 of FRS 102 are classified as non-basic financial liabilities and accounted for under Section 12.

Non-basic financial liabilities are initially recognised at fair value and subsequently measured at fair value at each reporting date, with changes in fair value recognised in profit or loss.

The Group's venture debt facility contains a variable success fee linked to a future exit event and is therefore classified as a non-basic financial liability measured at fair value through profit or loss. 

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 20

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

2.ACCOUNTING POLICIES (CONTINUED)

 
2.11

CREDITORS

Short-term creditors are measured at the transaction price.

 
2.12

GOVERNMENT GRANTS

Government grants comprise Research and Development Expenditure Credits (RDEC). Grant income is recognised when there is reasonable assurance that the Group will comply with the conditions attaching to the credit and that the credit will be received. The income is recognised in profit or loss in the same period as the related qualifying research and development expenditure is incurred.

 
2.13

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 that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.14

PENSIONS

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.15

INTEREST INCOME

Interest income is recognised in profit or loss using the effective interest method.

Page 21

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

2.ACCOUNTING POLICIES (CONTINUED)

 
2.16

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.17

TAXATION

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 corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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 balance sheet date.


 
2.18

RESEARCH AND DEVELOPMENT

Research and development costs relate primarily to the development of Oxford Medical Simulation's software platform and related technology.

Research and development expenditure is recognised as an expense in the period in which it is incurred. No development costs have been capitalised.

Page 22

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

3.



JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Preparation of the financial statements requires management to make significant judgements and estimates. The key judgements and estimates are:

Fair value of venture debt facility
The fair value of the venture debt facility is determined using a discounted cash flow methodology. In determining the fair value, management applies judgement in relation to the expected future cash flows associated with the facility, including any contingent amounts payable, the expected timing of those cash flows and the appropriate discount rate.

The assumptions used reflect management's assessment of the terms of the facility, relevant market information and the circumstances of the Group at the reporting date. Changes in these assumptions could affect the carrying amount of the liability and the fair value movement recognised in the profit or loss.

Share based payments
The Group measures the cost of equity-settled share-based payment transactions with employees by reference to the fair value of the equity instruments granted, determined at the grant date. The fair value is estimated using appropriate valuation models such as the Black-Scholes option pricing model, which incorporates assumptions including expected volatility, risk-free interest rate, expected option life, and expected dividend yield.

For share-based payments to non-employees, the Group measures the cost by reference to the fair value of the services provided, where this can be reliably measured. If the fair value of the services cannot be reliably measured, the fair value of the equity instruments granted is determined using the Black-Scholes model.

The total expense for share-based payments is recognised in the statement of comprehensive income over the vesting period, with a corresponding increase in equity. The number of options expected to vest is reviewed at each reporting date, and adjustments are made to the expense recognised to reflect changes in the estimated number of options expected to vest.


4.


TURNOVER

An analysis of turnover by class of business is as follows:


2026
2025
£
£

Software Revenue
7,050,965
5,618,690


Analysis of turnover by country of destination:

2026
2025
£
£

United Kingdom
2,738,525
2,336,040

Rest of the world
4,312,440
3,282,650

7,050,965
5,618,690


Page 23

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

5.


OTHER OPERATING INCOME

2026
2025
£
£

Government grants receivable
229,412
-



6.


OPERATING LOSS

The operating loss is stated after charging:

2026
2025
£
£

Research & development charged as an expense
1,147,060
1,061,245

Depreciation of tangible fixed assets
132,166
133,714

Exchange differences
553,835
(67,181)

Defined contribution pension cost
87,506
79,161


7.


AUDITORS' REMUNERATION

During the year, the Group obtained the following services from the Company's auditors:


2026
2025
£
£

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements
34,125
32,500

Page 24

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

8.


EMPLOYEES

Staff costs, including Directors' remuneration, were as follows:


Group
Group
Company
Company
2026
2025
As restated
2026
2025
As restated
£
£
£
£


Wages and salaries
7,052,290
6,603,663
4,997,529
4,603,753

Social security costs
822,661
710,584
672,441
547,601

Cost of defined contribution scheme
87,506
79,161
87,506
79,161

7,962,457
7,393,408
5,757,476
5,230,515


The average monthly number of employees, including the Directors, during the year was as follows:



Group
Group
Company
Company
        2026
        2025
        2026
        2025
            No.
            No.
            No.
            No.









Average number of employees
96
94
75
74


9.


DIRECTORS' REMUNERATION

2026
2025
£
£

Directors' emoluments
404,012
417,866

Group contributions to defined contribution pension schemes
1,321
1,321

405,333
419,187


During the year retirement benefits were accruing to 1 Director (2025 - 1) in respect of defined contribution pension schemes.

The highest paid Director received remuneration of £205,200 (2025 - £210,000).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £1,321 (2025 - £1,321).


10.


INTEREST RECEIVABLE

2026
2025
£
£


Other interest receivable
83,196
142,580

Page 25

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

11.


TAXATION


2026
2025
£
£

Corporation tax


Current tax on profits for the year
44,997
(193,101)


Total current tax
44,997
(193,101)

Deferred tax

Total deferred tax
-
-


44,997
(193,101)

FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is higher than (2025 - higher than) the standard rate of corporation tax in the UK of 25% (2025 - 25%). The differences are explained below:

2026
2025
£
£


Loss on ordinary activities before tax
(4,857,577)
(5,021,549)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%)
(1,214,394)
(1,250,200)

Effects of:


Adjustment in research and development tax credit leading to an increase in the tax charge
43,588
-

Additional deduction for R&D expenditure
-
(228,168)

Losses surrendered for tax credit
1,215,803
1,285,267

Total tax charge for the year
44,997
(193,101)


 


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

No deferred tax asset has been recognised in respect of tax losses arising in the subsidiary entities due to uncertainty regarding the timing of crystallisation.

Page 26

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

12.


TANGIBLE FIXED ASSETS

Group



Plant and machinery
Computer equipment
Total

£
£
£



Cost or valuation


At 1 February 2025
16,696
257,172
273,868


Additions
-
266,175
266,175


Disposals
-
(196,876)
(196,876)


Transfers between classes
(16,696)
16,696
-



At 31 January 2026

-
343,167
343,167



Depreciation


At 1 February 2025
9,365
43,824
53,189


Charge for the year on owned assets
-
132,166
132,166


Transfers between classes
(9,365)
9,365
-



At 31 January 2026

-
185,355
185,355



Net book value



At 31 January 2026
-
157,812
157,812



At 31 January 2025
7,331
213,348
220,679

Page 27

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

           12.TANGIBLE FIXED ASSETS (CONTINUED)


Company






Plant and machinery
Computer equipment
Total

£
£
£

Cost or valuation


At 1 February 2025
9,741
205,743
215,484


Additions
-
217,616
217,616


Disposals
-
(137,667)
(137,667)


Transfers between classes
(9,741)
9,741
-



At 31 January 2026

-
295,433
295,433



Depreciation


At 1 February 2025
8,875
34,543
43,418


Charge for the year on owned assets
-
118,912
118,912


Transfers between classes
(8,875)
8,875
-



At 31 January 2026

-
162,330
162,330



Net book value



At 31 January 2026
-
133,103
133,103



At 31 January 2025
866
171,200
172,066






Page 28

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

13.


FIXED ASSET INVESTMENTS

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 February 2025
8



At 31 January 2026
8





SUBSIDIARY UNDERTAKING


The following was a subsidiary undertaking of the Company:

Name

Registered office

Holding

Oxford Medical Simulation, Inc.
240 Elm Street, 2nd and 3rd Floor, Suite 226, Somerville, MA 02144
100%

The aggregate of the share capital and reserves as at 31 January 2026 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

Oxford Medical Simulation, Inc.
(9,211,940)
(3,072,722)


14.


DEBTORS

Group
Group
Company
Company
2026
2025
2026
2025
£
£
£
£


Trade debtors
729,271
1,589,147
467,832
276,000

Amounts owed by group undertakings
-
-
8,175,921
6,290,386

Other debtors
214,441
695,279
206,121
253,345

Prepayments and accrued income
439,037
160,600
237,272
134,015

1,382,749
2,445,026
9,087,146
6,953,746


Page 29

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

15.


CASH AND CASH EQUIVALENTS

Group
Group
Company
Company
2026
2025
2026
2025
£
£
£
£

Cash at bank and in hand
7,134,692
4,382,876
5,452,965
3,645,281



16.


CREDITORS: Amounts falling due within one year

Group
Group
Company
Company
2026
 
2025
As restated
2026
 
2025
 
£
£
£
£

Trade creditors
150,989
38,783
110,360
37,617

Other taxation and social security
384,242
279,203
329,491
200,355

Other creditors
47,527
129,587
38,701
82,913

Accruals and deferred income
4,568,864
3,858,135
1,946,064
1,730,497

5,151,622
4,305,708
2,424,616
2,051,382


Page 30

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

17.


CREDITORS: Amounts falling due after more than one year

Group
Group
Company
Company
2026
 
2025
As restated
2026
 
2025
 
£
£
£
£

Venture debt facility
4,976,433
-
4,976,433
-

Accruals and deferred income
1,217,760
1,189,399
730,787
409,610

6,194,193
1,189,399
5,707,220
409,610


Venture debt facility
On 12 December 2025, the Company entered into a £5,000,000 venture debt facility with Salica Growth Debt Fund II SPV S.À R.L., which was fully drawn on 16 December 2025. The facility bears cash interest at 11% per annum, payable monthly, and provides for an 18-month capital repayment holiday followed by monthly principal repayments commencing in June 2027. The facility matures in December 2029.

An initial arrangement fee of £50,000 was payable on drawdown and a further fee of £50,000 is payable on final repayment. The facility is also accompanied by a contingent variable success fee which may become payable to the lender upon the occurrence of a qualifying liquidity event.
 
The Company has assessed the facility and related success fee as a single non-basic financial liability measured at fair value through profit or loss in accordance with Section 12 of FRS 102. The effective interest rate determined at initial recognition was 16.5%. At 31 January 2026, the carrying value of the liability was £4,976,433. During the period from drawdown to 31 January 2026, the Company incurred cash interest of £69,315 and recognised a fair-value loss of £95,748 in profit or loss.

The movement in the carrying amount of the liability during the period from drawdown to 31 January 2026 is as follows:

ole0d59.png

The facility is secured by a first-ranking debenture over the assets of the Company. The Company complied with all applicable covenants at 31 January 2026.



Page 31

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

18.


FINANCIAL INSTRUMENTS

Group
Group
Company
Company
2026
2025
2026
2025
£
£
£
£

Financial assets

Financial assets measured at amortised cost
8,078,404
6,667,302
14,302,839
10,465,012


Financial liabilities

Financial liabilities measured at fair value through profit or loss
(4,976,433)
-
(4,976,433)
-

Financial liabilities measured at amortised cost
(6,369,382)
(5,495,107)
(3,155,403)
(2,460,992)


Financial assets measured at amortised cost comprise cash, trade debtors, other debtors and, where applicable, amounts due from subsidiary companies.


Financial liabilities measured at fair value through profit or loss comprise venture debt facility.


Financial liabilities measured at amortised cost comprise trade creditors and accruals and other non-derivative creditors.

Page 32

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

19.


SHARE CAPITAL

2026
2025
£
£
Allotted, called up and fully paid



267,808 (2025 - 267,808) Ordinary Shares shares of £0.0001 each
27
27
74,524 (2025 - 74,524) Preference Shares shares of £0.0001 each
7
7

34

34

Each ordinary and preference share has full voting rights in the Company and both classes rank pari passu in respects as to dividends.

In the event of a sale of the business, any distribution of capital will occur in the following order:

a. To each of the holders of preferred shares, in priority to the ordinary shares, an amount equal to the original subscription price of £122.15 per preferred share (plus any arrears of declared and/or accrued but unpaid dividends on that share), but only to the extent that this amount exceeds the value that would be received if the preferred shares were converted into ordinary shares. The preferred shareholder may elect to receive either:
- the liquidation preference of £122.15 per share, if the per-share proceeds are less than or equal to £122.15, or
- the amount receivable on an as-converted basis into ordinary shares, if this is higher than the preference amount.
This is a 1x non-participating preference, and the preferred shareholders shall not receive both the preference amount and participate further as if holders of ordinary shares.

b. Thereafter, any remaining amounts shall be paid to the holders of all ordinary shares, pro rata to the number of ordinary shares held.



20.


RESERVES

Share premium account

Includes any premiums received on the issued share capital. Any transaction costs associated with the issuing of shares are deducted from share premium

Foreign exchange reserve

Comprises translation differences arising from the translation of financial statements of the Group's foreign entities into Sterling.

Share options reserve

Comprises the cumulative fair value of equity-settled share-based payments recognised in the income statement. It reflects the amount attributable to options granted to employees that are expected to vest.

Profit and loss account

The profit and loss account represents cumulative profits and losses.

Page 33

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

21.


SHARE-BASED PAYMENTS

The Company operates an approved and non-approved share option plan whereby certain employees and non-employees are granted options to purchase shares in the Company. On exercise of the options, expected on a future exit, the Company issues new shares. The existing options will vest equally over the remaining vesting period.

All options issued to date are over Ordinary Shares, at a weighted average price of £46.01.

The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year under both the Company’s approved employee tax-advantaged Share Option Plan and the non-employee advisor share option arrangements.

The fair value of share options granted to employees are measured at the grant date using the Black-Scholes option pricing model, an internationally recognised and appropriate model for valuing share schemes of this nature. The total fair value of the employee options is recognised as an expense over the vesting period, with a corresponding credit to the Share Option Reserve in equity. At the year end, there were 9,000 options outstanding under the employee schemes at a WAEP of £22.10. The total expense recognised in the year relating to employee schemes was £24,621 (2025 - £32,915).

The fair value of share options granted to non-employees (advisors) are measured, where the fair value of the services provided is reliably measurable, with reference to the fair value of those services. This amount is recognised as an expense over the period during which the services are provided, with a corresponding credit to the Share Option Reserve in equity. Where the fair value of services cannot be reliably measured, the fair value of the equity instruments granted may be determined using the Black-Scholes model. At the year end, there were 9,403 options outstanding under the non-employee schemes at a WAEP of £68.89. The total expense recognised in the year relating to non-employee schemes was £36,500 (2025 - £NIL).

The total expense recognised in the statement of comprehensive income for the period in respect of equity-settled share-based payment transactions was £61,121 (2025 - £32,915), with a corresponding credit to the Share Option Reserve in equity.

Weighted average exercise price (£)
2026
Number
2026
Weighted average exercise price (£)
2025
Number
2025

Outstanding at the beginning of the year

46.85

16,403

46.22
 
17,403
 
Granted during the year

39.06

2,000

 
-
 
Forfeited during the year


-

35.74
 
1,000
 
Outstanding at the end of the year
46.01

18,403

46.85
 
16,403
 



2026
2025
£
£


Equity-settled schemes
61,121
32,915

Page 34

 
OXFORD MEDICAL SIMULATION LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026

22.


PENSION COMMITMENTS

The Group operates defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £87,506 (2025 - £79,161). Contributions totalling £29,159 (2025 - £22,900) were payable to the fund at the balance sheet date and are included in creditors.


23.


COMMITMENTS UNDER OPERATING LEASES

At 31 January 2026 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2026
2025
As restated
2026
2025
As restated
£
£
£
£

Not later than 1 year
107,026
71,930
91,774
58,116

Later than 1 year and not later than 5 years
11,536
26,575
11,536
26,575

118,562
98,505
103,310
84,691


24.


RELATED PARTY TRANSACTIONS

The group takes advantage of the FRS 102 section 33 "Related Party Disclosures" exemption, permitting it not to disclose transactions with group undertakings where 100% of the voting rights are controlled within the group and consolidated group accounts are prepared.

During the year, the Company incurred fees of £12,000 payable to Eden Rock Capital Management LLP, a firm in which a director of the Company has an interest. No amounts were outstanding at the year end.

Key management personnel compensation amounted to £636,825 (2025 - £530,508)


25.


PRIOR YEAR ADJUSTMENT

Comparative Group creditors have been restated to reclassify £779,789 from amounts due within one year to amounts due after more than one year within accruals and deferred income, reflecting the expected timing of settlement. This adjustment affects Group presentation only and has no impact on net assets, profit/(loss) for the year or Company only figures.

Comparative Group and Company operating lease commitment disclosures have been restated to include leases omitted from the previous disclosure. This adjustment affects disclosure only and has no impact on profit, net assets or cash flows in either the Group or Company financial statements.

The comparative staff costs disclosure has been restated following a review of the underlying nominal ledger classifications. Group wages and salaries decreased by £43,997, while social security costs increased by £162,983, resulting in an overall increase in disclosed Group staff costs of £118,986. Company wages and salaries increased by £25,671 to include previously omitted staff commission costs. These adjustments represent disclosure reclassifications only and have no impact on previously reported profit or net assets.


Page 35