REG - Medpal AI PLC - Final Results
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RNS Number : 7853U Medpal AI PLC 27 February 2026
27 February 2026
MedPal AI plc
("MedPal AI" or the "Company")
Final Results for the year ended 31 August 2025
MedPal AI plc (AIM: MPAL, Frankfurt: Z1N), the vertically integrated
AI-powered digital health and pharmacy services company, announces its results
for the year ended 31 August 2025.
Highlights
Admission to AIM in August 2025 as a pre-revenue company, raising gross
proceeds of approximately £2 million from an oversubscribed Placing and
Retail Offer of new shares.
Loss before tax for the year was £4m (2024:£13,587)
Since Year End - Pharmacy
· Acquired key assets from Universal Pharmacy Limited (in
administration) for £45,000 in cash, including leasehold property, goodwill,
equipment, stock and an NHS Distance Selling Pharmacy (DSP) licence.
· Received formal approval from Norfolk and Waveney Integrated Care
Board (ICB) for the change of ownership of the pharmacy licence.
· Opened the 24/7 AI-powered National Distribution Centre at Ecotech
Business Park, Swaffham, Norfolk in October 2025.
· Launched the retail pharmacy website MedPal.clinic. Achieved a
30-fold increase in dispensing efficiency through server technology upgrades.
· Secured approval as an authorised purchaser of Eli Lilly
pharmaceutical products in the UK. Dispensed 70,384 items across December 2025
and January 2026 at an average item value of £9.70, delivering pharmacy
revenue in excess of £350,000 per month.
· In February 2026, the vertically integrated UK platform became fully
operational, merging AI-powered digital health with human-validated
prescribing, robotic dispensing and nationwide delivery.
Since Year End - MedPal Wellness App and Vertical Integration
· Entered a strategic partnership with Independent Gyms, providing free
access to the MedPal AI app for members of over 2,000 independent gyms.
· Completed a major upgrade to the MedPal AI wellness app on iOS and
Android in December 2025 and commenced rollout across Epassi UK's network,
which provides access to over 11 million employees at major firms including
Siemens and Volvo.
· Launched a UK-first direct AI integration between the wellness app
and MedPal.clinic.
· Reached 7,791 installs of the MedPal AI wellness app, all paid for or
on the Epassi acquisition pathway.
Since Year End - Corporate
· Raised a further £2.54 million through a Placing, WRAP Retail Offer
and At-The-Market (ATM) facility.
· Obtained a secondary listing and admission to trading on the Open
Market of the Frankfurt Stock Exchange (Frankfurt: Z1N).
The Annual Report and Accounts will be available on the Company's website
www.medpalplc.com (http://www.medpalplc.com)
Jason Drummond, CEO of MedPal AI, commented:
"In just six months since our AIM admission we have transformed MedPal from a
pre-revenue company into a fully vertically integrated digital health platform
already generating more than £350,000 in monthly pharmacy revenue. The speed
of execution has been exceptional - from acquiring and opening our 24/7
national distribution centre, to launching MedPal.clinic, to delivering a
30-fold improvement in dispensing efficiency.
"What truly sets us apart is our closed-loop model: the AI wellness app
identifies health needs, our proprietary triage system connects users with
qualified prescribers, and our robotic pharmacy delivers same-day or next-day
medication. Every app user is now a potential pharmacy patient, and every
pharmacy patient can benefit from ongoing AI-powered wellness support. With
nearly 8,000 app installs, over 70,000 items dispensed, an Eli Lilly direct
supply agreement secured and our Frankfurt listing now live, we have built
strong momentum and multiple clear pathways for accelerated growth. The Board
views the future with considerable confidence."
This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the
European Union (Withdrawal) Act 2018). The Directors of the Company are
responsible for the contents of this announcement.
Enquiries:
MedPal AI plc
Jason Drummond, Chief Executive Officer Via Square1 Consulting
Cairn Financial Advisers LLP +44 (0) 20 7213 0880
Louise O'Driscoll/Jo Turner
Clear Capital Markets Limited +44 (0) 20 3869 6080
Bob Roberts
Square1 Consulting +44 (0) 20 7929 5599
David Bick +44 (0) 7831 381201
About MedPal AI
MedPal AI is a UK-based digital health company specialising in AI-driven
wellness management. Its core app aggregates data from over 100 wearables and
health apps (e.g. Apple Health, Fitbit, Garmin) into a unified profile,
offering non-clinical, personalised lifestyle guidance through its AI wellness
coach. The Company is also developing conversational AI to provide
voice-based, real-time health insights, alerts, and recommendations.
Through its wholly owned subsidiary MedPal Limited, the Company operates a
24/7 AI-powered automated pharmacy distribution centre, providing nationwide
NHS and private prescription services. The facility leverages advanced robotic
dispensing technology integrated with AI triage to deliver rapid,
cost-effective medication fulfilment with same-day and next-day delivery
capabilities.
MedPal AI has a partnership agreement with Epassi UK Limited, which will, for
a limited time, grant exclusive, zero-cost access to the MedPal AI app across
Epassi's network of 11M+ employees at major firms like Siemens and Volvo.
Beyond consumers, MedPal AI plans to expand via B2B licensing to healthcare
providers, businesses, and insurers, with potential use in insurance-linked
wellness programs to reduce premiums and drive new revenue through
institutional partnerships. The Company also has a partnership agreement with
Independent Gyms Ltd.
CEO'S STATEMENT
FOR THE YEAR ENDED 31 AUGUST 2025
I am pleased to present the financial statements of MedPal AI plc for the year
ended 31 August 2025, a period that marked the most significant milestone to
date in our Company's history.
In August 2025, MedPal AI was admitted to trading on AIM, raising gross
proceeds of approximately £2 million through an oversubscribed placing and
retail offer. At the time of admission, the Company was pre-revenue, with our
entire focus directed towards building a vertically integrated, AI-powered
digital health platform capable of serving the UK market at scale.
The pace of execution since admission has been exceptional. In just six
months, MedPal AI has transitioned from a pre-revenue business into a fully
operational, revenue-generating digital health company underpinned by a live,
vertically integrated digital health and pharmacy platform. I am immensely
proud of what our team has achieved.
Our Strategy and Business Model
At the heart of MedPal AI is a closed-loop healthcare ecosystem that
integrates our AI wellness app and its proprietary clinical triage engine. We
provide human-validated prescribing, robotic pharmacy dispensing and
nationwide delivery infrastructure via a single, seamless platform.
This end-to-end integration enables the app to identify health needs, connect
users instantly with qualified prescribers, and fulfil prescriptions entirely
through our own licensed operations. We believe this model is a genuine
differentiator in the UK market: it drives deeper user engagement, accelerates
conversion from wellness users to pharmacy patients and vice versa, and
unlocks multiple scalable revenue streams across both consumer services and
B2B partnerships.
Operational Review
Shortly after year end, we completed the acquisition of key assets from
Universal Pharmacy Limited (in administration) for £45,000 in cash, securing
leasehold property, equipment, goodwill, stock and, critically, an NHS
Distance Selling Pharmacy licence. Formal approval for the change of ownership
of this licence was received from the Norfolk and Waveney Integrated Care
Board on 13 February 2026.
In October 2025, we opened our state-of-the-art 24/7 AI-powered National
Distribution Centre at Ecotech Business Park, Swaffham, Norfolk. The facility
is equipped with advanced BD Rowa and Omnicell robotic dispensing systems,
providing the automated infrastructure needed to support high-volume, accurate
and efficient fulfilment nationwide.
The launch of MedPal.clinic, fully integrated with our wellness app, was
accompanied by technology upgrades that delivered a remarkable 30-fold
increase in dispensing efficiency compared to the existing system. The impact
was immediate: between December 2025 and January 2026, our pharmacy dispensed
70,384 items at an average value of £9.70, generating revenue in excess of
£350,000 per month for the Company. By February 2026, our vertically
integrated platform was fully operational, completing the closed loop between
AI wellness insights, clinical prescribing and robotic fulfilment.
On the wellness side, we completed a major upgrade to the MedPal AI app and
commenced rollout through two significant strategic partnerships: Independent
Gyms, providing access to over 2,000 gym locations, and Epassi UK, connecting
us with more than 11 million employees at major firms including Siemens and
Volvo. The app has now reached 7,791 installs and continues to grow. We have
also secured approval as an authorised purchaser of Eli Lilly pharmaceutical
products in the UK, positioning MedPal AI to serve the rapidly expanding GLP-1
weight management market.
Financial Review
For the year ended 31 August 2025, the loss before tax was £4,001,912. These
results are consistent with our expectations and reflect the planned
investment phase during which we built our infrastructure, technology platform
and public company governance framework ahead of revenue generation. Cash
resources at 31 August 2025 stood at £1,537,124, providing the runway to
execute our post-admission growth strategy.
Post Year End Corporate Activity
Following year end, we continued to strengthen the balance sheet and broaden
our international investor base. In addition to a placing and WRAP retail
offer, our 'At-The-Market' equity issuance facility, announced on 4 December
2025, raised total gross proceeds of £1,993,100 (net proceeds of
approximately £1,843,617) before closing on 25 February 2026. The proceeds
have been directed towards working capital for our recently established online
pharmaceutical subsidiary, MedPal Limited, including increased stockholding,
product line expansion and marketing campaigns to grow MedPal Pharmacy and
MedPal.clinic. We also secured a secondary listing on the Frankfurt Stock
Exchange (Z1N), extending the Company's visibility to European institutional
and retail investors.
Outlook
In just six months since AIM admission, we have built and activated a fully
operational, vertically integrated platform that is already generating
substantial and growing monthly pharmacy revenue. With a national robotic
distribution centre, direct AI-to-pharmacy integration, nearly 8,000 app
installs, established pharmaceutical supply relationships and major
distribution partnerships in place, the Company has created an outstanding
foundation for scalable, capital-efficient growth.
We are in an exciting early-stage growth phase and will continue to invest in
scaling operations, expanding our user base and deepening our pharmacy
capabilities. The momentum we have achieved, combined with the strength of our
unique closed-loop model, gives me and the Board considerable confidence in
the significant opportunity ahead. We remain fully focused on disciplined
execution, regulatory excellence and delivering long-term value for our
shareholders.
Jason Drummond
Chief Executive Officer
MedPal AI plc
27 February 2026
Strategic Report
For the year ended 31 August 2025
Fair review of the business
Medpal AI plc (the "Company" or the "Company") is a UK-based digital health
and artificial intelligence company focused on the development and
commercialisation of AI-enabled healthcare platforms. The Company's strategy
is to combine artificial intelligence, data analytics and regulated healthcare
services to support patient engagement, clinical pathways and pharmacy
services.
The year ended 31 August 2025 represented a formative period for the Company,
during which it completed its admission to trading on the AIM Market of the
London Stock Exchange on 26 August 2025. Admission provided the Company with
access to public market capital, increased corporate profile and an enhanced
platform from which to pursue its development and commercialisation strategy.
During the financial year, the Company's activities were primarily focused on
technology development, corporate structuring, regulatory preparation and
establishing the operational foundations required to support future revenue
generation. The Company continued to develop its proprietary Medpal AI
platform, with development efforts concentrated on enhancing the performance,
scalability and usability of its AI-driven wellness application. This included
refinement of machine learning models, improvements to data architecture and
user experience design, and preparation for integration with regulated
clinical and pharmacy services.
Revenues during the period were limited, reflecting the Company's early stage
of development and its focus on platform build, regulatory readiness and
strategic positioning rather than near-term monetisation. Costs incurred
during the year principally related to research and development, professional
fees associated with admission to AIM, and general administrative expenditure
required to support the Company's transition to a listed company.
The Company managed its financial resources carefully throughout the year,
balancing continued investment in product development and operational
readiness with prudent cost control. Funds raised in connection with admission
were applied in accordance with the Company's stated strategy, including
technology development, working capital and the strengthening of governance,
compliance and internal control frameworks.
Post year-end developments
Subsequent to the year end, the Company made significant progress in executing
its strategy to expand into regulated healthcare services.
In October 2025, the Company announced the acquisition of certain assets from
Universal Pharmacy Limited (in administration), including a Distance Selling
Pharmacy ("DSP") contract, subject to regulatory approvals. On 4 November
2025, Medpal AI's wholly owned subsidiary, Medpal Limited, received formal
approval from the Norfolk and Waveney Integrated Care Board for the change of
ownership of the DSP contract. This approval enables the Company to dispense
NHS prescriptions on a nationwide basis and represents the Company's first NHS
contract.
The approval is considered a significant milestone, particularly in the
context of the General Pharmaceutical Council's cessation of issuing new DSP
licences in June 2025. Following approval, Medpal Limited commenced pharmacy
operations and, in the period immediately after commencement, dispensed a
material volume of NHS prescriptions, providing early evidence of operational
capability and demand. These activities occurred after the financial year end
and therefore did not contribute to revenue for the year ended 31 August 2025.
Subsequent to the year end, the Company launched MedPal.clinic, an AI-enabled
digital pharmacy and telehealth platform designed to complement the Company's
wellness application and support both NHS and private healthcare services.
The Directors believe that these post year-end developments materially enhance
the Company's commercial prospects and provide a platform for the generation
of revenues in future periods.
Looking forward, the Company's strategy remains focused on the continued
development and commercialisation of its AI platform, the scaling of regulated
pharmacy and clinical services, and the selective pursuit of strategic
partnerships. The Directors consider that the Company is appropriately
positioned to pursue its growth strategy while managing the risks inherent in
operating within regulated healthcare and technology markets.
Refer to note 21 for further information.
Going concern
The Company financial statements have been prepared on the going concern
basis, which contemplates that the Company will be able to realise its assets
and discharge liabilities in the normal course of business. Despite this,
there can be no assurance that the will either achieve or maintain
profitability in the future and financial returns arising therefrom may be
adversely affected by factors outside the control of the Company.
The independent auditors' opinion indicates that a material uncertainty exists
with regard to going concern. Whilst acknowledging this uncertainty, the
directors consider it appropriate to prepare the accounts on a going concern
basis. The business is at a stage where it requires the maintenance of
elevated working capital levels, principally to finance stock holdings
necessary to support the rapidly growing customer demand that the pharmacy
operation is experiencing. As a new business, the Company has not yet
secured extended credit terms with all of its pharmaceutical suppliers and is
therefore currently funding a proportion of stock purchases on shorter
settlement cycles. The Directors are actively engaged with suppliers and are
confident that appropriate credit arrangements will be agreed in the near
term, which will improve the Company's working capital efficiency. In the
interim, the directors consider it appropriate to prepare the consolidated
financial statements on a going concern basis for the following reasons:
· during the year the Company raised £2,404,000 after fees from
various equity raises including its IPO;
· as disclosed in the post balance sheet events note 21, the
Company completed various fundraise rounds post year end raising a total of
£1,993,000 via its at the market (ATM) facility;
· the Company has a further ability to implement another ATM
facility if required;
· the Company's Board of Directors have significant experience in
the debt and equity capital markets and specifically have a successful track
record in funding operations and are further considered capable of securing
ongoing debt and equity capital financing for the Company; and
· the Directors have the ability to slow the rate of growth of the
business in order to preserve working capital.
In addition, the Directors are satisfied that the Company has appropriate
financial controls and cash flow oversight in place to manage its cash
requirements prudently and to support the continuation of its planned growth
trajectory.
The independent auditor's report is set out in full as Note 22 to the
accounts.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 31 31
FOR THE YEAR ENDED 31 AUGUST 2025 August August
2025 2024
Audited Unaudited
Note £ £
Administrative expenses 3 (2,158,714) (13,587)
Costs associated with the listing (1,843,198) -
Operating loss (4,001,912) (13,587)
Loss before taxation (4,001,912) (13,587)
Taxation on profit on ordinary activities 6 - -
Loss for the period (4,001,912) (13,587)
Other comprehensive income - -
Total comprehensive loss for the period attributable to shareholders of the (4,001,912) (13,587)
Company
Earnings per share (basic and diluted) attributable to the equity holders 7 (2.29) (0.03)
(pence)
The Company has taken advantage of the exemption available under section 408
of the Companies Act 2006 and has not presented its own profit and loss
account in these financial statements. The Company's loss for the financial
year was £4,001,912 (2024: £13,587).
The accompanying notes form an integral part of these consolidated financial
statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 August 2025 As at 31 August 2024
AS AT 31 AUGUST 2025
Audited Unaudited
Note £ £
NON-CURRENT ASSETS
Intangibles 9 257,318 -
TOTAL NON-CURRENT ASSETS 257,318 -
CURRENT ASSETS
Trade and other receivables 10 254,751 32,500
Cash and cash equivalents 11 1,537,124 253
TOTAL CURRENT ASSETS 1,791,875 32,753
TOTAL ASSETS 2,049,193 32,753
EQUITY
Share capital 13 82,616 4,620
Share premium 13 1,957,900 66,330
Share based payments reserve 14 3,433,078 -
Retained earnings (4,084,843) (82,931)
TOTAL EQUITY/RETAINED DEFICIT 1,388,751 (11,981)
CURRENT LIABILITIES
Trade and other payables 12 660,442 44,734
TOTAL CURRENT LIABILITIES 660,442 44,734
TOTAL LIABILITIES 660,442 44,734
TOTAL EQUITY AND LIABILITIES 2,049,193 32,753
The accompanying notes form an integral part of these consolidated financial
statements.
The financial statements were approved by the board on 27 February 2026 and
were signed on its behalf by
Jason Drummond, CEO.
PARENT STATEMENT OF FINANCIAL POSITION As at 31 August 2025 As at 31 August 2024
AS AT 31 AUGUST 2025
Notes £ £
Audited Unaudited
NON-CURRENT ASSETS
Investments in subsidiaries 8 1 -
Intangibles 9 257,318 -
TOTAL NON-CURRENT ASSETS 257,319 -
CURRENT ASSETS
Trade and other receivables 10 254,751 32,500
Cash and cash equivalents 11 1,537,124 253
TOTAL CURRENT ASSETS 1,791,875 32,753
TOTAL ASSETS 2,049,194 32,753
EQUITY
Share capital 13 82,616 4,620
Share premium 13 1,957,900 66,330
Share based payments reserve 15 3,433,078 -
Retained earnings (4,084,843) (82,931)
TOTAL EQUITY/RETAINED DEFICIT 1,388,751 (11,981)
CURRENT LIABILITIES
Intercompany payable 1 -
Trade and other payables 12 660,442 44,734
TOTAL CURRENT LIABILITIES 660,443 44,734
TOTAL LIABILITIES 660,443 44,734
TOTAL EQUITY AND LIABILITIES 2,049,194 32,753
CONSOLIDATED COMPANY STATEMENT OF CHANGES IN EQUITY Share capital Share premium Share based payments reserve Retained earnings Total equity
FOR THE YEAR ENDED 31 AUGUST 2025
£ £ £ £ £
Balance at 31 August 2023 4,550 59,400 - (69,344) (5,394)
Loss for the year - - - (13,587) (13,587)
Total comprehensive income for the year - - - (13,587) (13,587)
Transactions with owners in own capacity
Ordinary Shares issued in the year 70 6,930 - - 7,000
Share issue costs - - - - -
Transactions with owners in own capacity 70 6,930 - - 7,000
Balance at 31 August 2024 4,620 66,330 - (82,931) (11,981)
Loss for the year - - - (4,001,912) (4,001,912)
Total comprehensive income for the year - - - (4,001,912) (4,001,912)
Transactions with owners in own capacity
Ordinary Shares issued in the year 77,996 3,135,694 - - 3,213,690
Share issue costs - (1,244,124) - - (1,244,124)
Warrants and options issued in the current year - - 3,433,078 3,433,078
Transactions with owners in own capacity 77,996 1,891,570 3,433,078 - 5,402,644
Balance at 31 August 2025 82,616 1,957,900 3,433,078 (4,084,843) 1,388,751
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY Share capital Share premium Share based payments reserve Retained earnings Total equity
FOR THE YEAR ENDED 31 AUGUST 2025
£ £ £ £ £
Balance at 31 August 2023 4,550 59,400 - (69,344) (5,394)
Loss for the year - - - (13,587) (13,587)
Total comprehensive income for the year - - - (13,587) (13,587)
Transactions with owners in own capacity
Ordinary Shares issued in the year 70 6,930 - - 7,000
Share issue costs - - - - -
Transactions with owners in own capacity 70 6,930 - - 7,000
Balance at 31 August 2024 4,620 66,330 - (82,931) (11,981)
Loss for the year - - - (4,001,912) (4,001,912)
Total comprehensive income for the year - - - (4,001,912) (4,001,912)
Transactions with owners in own capacity
Ordinary Shares issued in the year 77,996 3,135,694 - - 3,213,690
Share issue costs - (1,244,124) - - (1,244,124)
Warrants and options issued in the current year - - 3,433,078 3,433,078
Transactions with owners in own capacity 77,996 1,891,570 3,433,078 (4,084,843) 1,388,751
Balance at 31 August 2025 82,616 1,957,900 3,433,078 (4,084,843) 1,388,751
CONSOLIDATED STATEMENT OF CASHFLOWS Notes As at 31 August 2025 As at 31 August 2024
FOR THE YEAR ENDED 31 AUGUST 2025
£ £
Audited Unaudited
Cash from operating activities
Loss for the year (4,001,912) (13,587)
Adjustments for:
Share-based payments 2,385,347 -
Operating cashflow before working capital movements
Decrease / (Increase) in trade and other receivables -222,251 -
(Decrease) / Increase in trade and other payables 1,035,710 9,839
Net cash outflow from operating activities (803,106) (3,748)
Cash from investing activities
Development of intangible asset (64,818) -
Net cash outflow from investing activities (64,818) -
Cash from financing activities
Proceeds on the issue of shares, net of issue costs 13 2,404,795 3,920
Net cash from financing activities 2,404,795 3,920
Net (decrease) / increase in cash and cash equivalents 1,536,871 172
Cash and cash equivalents at beginning of year 253 81
Cash and cash equivalents at end of period 11 1,537,124 253
The following were material non-cash transactions during the year:
· £3,433,078 of options and warrants were issued to directors
and advisers of the Company for assistance with the IPO.
The accompanying notes on pages 36 to 55 form an integral part of these
financial statements.
PARENT STATEMENT OF CASHFLOWS Notes As at 31 August 2025 As at 31 August 2024
FOR THE YEAR ENDED 31 AUGUST 2025
£ £
Audited Unaudited
Cash from operating activities
Loss for the year (4,001,912) (13,587)
Adjustments for:
Share-based payments 2,385,347 -
Operating cashflow before working capital movements
Decrease / (Increase) in trade and other receivables -222,251 -
(Decrease) / Increase in trade and other payables 1,035,710 9,839
Net cash outflow from operating activities (803,106) (3,748)
Cash from investing activities
Development of intangible asset (64,818) -
Net cash outflow from investing activities (64,818) -
Cash from financing activities
Proceeds on the issue of shares, net of issue costs 13 2,404,795 3,920
Net cash from financing activities 2,404,795 3,920
Net (decrease) / increase in cash and cash equivalents 1,536,871 172
Cash and cash equivalents at beginning of year 253 81
Cash and cash equivalents at end of period 11 1,537,124 253
The following were material non-cash transactions during the year:
· £3,433,078 of options and warrants were issued to directors
and advisers of the Company for assistance with the IPO.
The accompanying notes below form an integral part of these financial
statements.
1. General Information
The Company was incorporated in England and Wales on 23 August 2021 under the
Companies Act 2006 as a private limited company. The Company subsequently
re-registered as a public limited company and changed its name to Medpal AI
plc in advance of its admission to trading on the AIM market of the London
Stock Exchange.
The Company was admitted to trading on AIM on 26 August 2025 as part of its
initial public offering ("IPO"), raising capital to support the development
and commercialisation of its technology platform. The Company is registered in
England and Wales and operates in accordance with the Companies Act 2006.
The registered office of the Company is 8th Floor The Broadgate Tower, 20
Primrose Street, London, United Kingdom, EC2A 2EW.
The principal activity of the Company is the development and commercialisation
of artificial intelligence-enabled digital health and healthcare technology
products and service.
1.1. Basis of preparation
The financial statements for the period ended 31 August 2025 have been
prepared by Medpal AI Plc in accordance with UK adopted International
Accounting Standards ("UK-IAS") and with the requirements of the Companies Act
2006. The financial statements have been prepared under the historical cost
convention.
1.2. Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiaries) made up
to 31 August each year. Per IFRS 10, control is achieved when the Company:
· has the power over the investee;
· is exposed, or has rights, to variable returns from its
involvement with the investee; and
· has the ability to use its power to affects its returns.
The Company reassesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control listed above. When the Company has less than a majority
of the voting rights of an investee, it considers that it has power over the
investee when the voting rights are sufficient to give it the practical
ability to direct the relevant activities of the investee unilaterally. The
Company considers all relevant facts and circumstances in assessing whether or
not the Company's voting rights in an investee are sufficient to give it
power, including:
· the size of the Company's holding of voting rights relative to the
size and dispersion of holdings of the other vote holders;
· potential voting rights held by the Company, other vote holders or
other parties;
· rights arising from other contractual arrangements; and
· any additional facts and circumstances that indicate that the Company
has, or does not have, the current ability to direct the relevant
activities at the time that decisions need to be made, including voting
patterns at previous shareholders' meetings.
Consolidation of a subsidiary begins when the Company obtains control over the
subsidiary and ceases when the Company loses control of the subsidiary.
Specifically, the results of subsidiaries acquired or disposed of during the
year are included in profit or loss from the date the Company gains control
until the date when the Company ceases to control the subsidiary. Where
necessary, adjustments are made to the financial statements of subsidiaries to
bring the accounting policies used into line with the Group's accounting
policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows
relating to transactions between the members of the Group are eliminated on
consolidation.
The Group recognises any non-controlling interest in the acquired entity at
the non-controlling interest's proportionate share of the acquired entity's
net identifiable assets. Subsequent to acquisition, the carrying amount of
non-controlling interests is the amount of those interests at initial
recognition plus the non-controlling interests' share of subsequent changes in
equity.
Profit or loss and each component of other comprehensive income are attributed
to the owners of the Company and to the non-controlling interests. Total
comprehensive income of the subsidiaries is attributed to the owners of the
Company and to the non-controlling interests even if this results in the
non-controlling interests having a deficit balance.
1.3. Investment in subsidiary
The consolidated financial statements incorporate the results of subsidiaries
using the acquisition method. In the statement of financial position, 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 on which control ceases.
1.4. Going concern
The Company financial statements have been prepared on the going concern
basis, which contemplates that the Company will be able to realise its assets
and discharge liabilities in the normal course of business. Despite this,
there can be no assurance that the will either achieve or maintain
profitability in the future and financial returns arising therefrom may be
adversely affected by factors outside the control of the Company.
The independent auditors' opinion indicates that a material uncertainty exists
with regard to going concern. Whilst acknowledging this uncertainty, the
directors consider it appropriate to prepare the accounts on a going concern
basis. The business is at a stage where it requires the maintenance of
elevated working capital levels, principally to finance stock holdings
necessary to support the rapidly growing customer demand that the pharmacy
operation is experiencing. As a new business, the Company has not yet
secured extended credit terms with all of its pharmaceutical suppliers and is
therefore currently funding a proportion of stock purchases on shorter
settlement cycles. The Directors are actively engaged with suppliers and are
confident that appropriate credit arrangements will be agreed in the near
term, which will improve the Company's working capital efficiency. In the
interim, the directors consider it appropriate to prepare the consolidated
financial statements on a going concern basis for the following reasons:
· during the year the Company raised £2,404,000 after fees from
various equity raises including its IPO;
· as disclosed in the post balance sheet events note 21, the
Company completed various fundraise rounds post year end raising a total of
£1,993,000 via its at the market (ATM) facility;
· the Company has a further ability to implement another ATM
facility if required;
· the Company's Board of Directors have significant experience in
the debt and equity capital markets and specifically have a successful track
record in funding operations and are further considered capable of securing
ongoing debt and equity capital financing for the Company; and
· the Directors have the ability to slow the rate of growth of the
business in order to preserve working capital.
In addition, the Directors are satisfied that the Company has appropriate
financial controls and cash flow oversight in place to manage its cash
requirements prudently and to support the continuation of its planned growth
trajectory.
1.5. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, and demand
deposits with banks and other financial institutions. A material amount of
cash and cash equivalents is held with alternative financial institutions.
These funds are fully unrestricted.
1.6. Foreign currency translation
The financial statements are presented in Sterling which is the Company's
functional and presentational currency.
Transactions in currencies other than the functional currency are recognised
at the rates of exchange on the dates of the transactions. At each balance
sheet date, monetary assets and liabilities are retranslated at the rates
prevailing at the balance sheet date with differences recognised in the
Statement of comprehensive income in the period in which they arise.
1.7. Trade and other receivables
Trade and other receivables are measured at amortised cost, using the
effective interest method, less any impairment loss. An allowance for
impairment of trade and other receivables is established based on the twelve
month expected credit losses unless the credit quality has deteriorated since
inception, in which case it is based on lifetime losses.
1.8. Intangible asset- Internally generated development costs
Internally generated intangible assets relate to development expenditure
incurred in respect of the Company's AI platform.
Expenditure on research activities is recognised as an expense in the period
in which it is incurred. Development expenditure is capitalised only when the
Directors can demonstrate all of the following in accordance with IAS 38
Intangible Assets: the technical feasibility of completing the asset so that
it will be available for use; the intention to complete and use the asset; the
ability to use the asset; the manner in which the asset is expected to
generate probable future economic benefits; the availability of adequate
technical, financial and other resources to complete the development; and the
ability to reliably measure the expenditure attributable to the asset.
Capitalised development costs are initially measured at cost. As at 31 August
2025, the Group's AI platform remained under development was not yet available
for use. Accordingly, the related development expenditure has been classified
as an intangible asset under development and has not been amortised.
Amortisation will commence when the asset is available for use, being when it
is in the location and condition necessary for it to operate as intended by
management, and will be charged on a straight-line basis over the asset's
estimated useful economic life. The asset is assessed annually for indicators
of impairment and tested for impairment when such indicators exist, in
accordance with IAS 36 Impairment of Assets.
1.9. Financial instruments
IFRS 9 requires an entity to address the classification, measurement and
recognition of financial assets and liabilities.
a) Classification
The Company classifies its financial assets in the following measurement
categories:
· those to be measured subsequently at fair value (either
through OCI or through profit or loss);
· those to be measured at amortised cost; and
· those to be measured subsequently at fair value through
profit or loss.
The classification depends on the Company's business model for managing the
financial assets and the contractual terms of the cashflows.
For assets measured at fair value, gains and losses will be recorded either
in profit or loss or in OCI. For investments in equity instruments that are
not held for trading, this will depend on whether the Company has made an
irrevocable election at the time of initial recognition to account for the
equity investment at fair value through other comprehensive income (FVOCI).
b) Recognition
Purchases and sales of financial assets are recognised on trade date (that
is, the date on which the Company commits to purchase or sell the asset).
Financial assets are derecognised when the rights to receive cashflows
from the financial assets have expired or have been transferred and the
Company has transferred substantially all the risks and rewards of
ownership.
c) Measurement
At initial recognition, the Company measures a financial asset at its fair
value plus, in the case of a financial asset not at fair value through profit
or loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit
or loss.
Debt instruments
Amortised cost: Assets that are held for collection of contractual cashflows,
where those cashflows represent solely payments of principal and interest, are
measured at amortised cost. Interest income from these financial assets is
included in finance income using the effective interest rate method. Any gain
or loss arising on derecognition is recognised directly in profit or loss and
presented in other gains/(losses) together with foreign exchange gains and
losses. Impairment losses are presented as a separate line item in the
statement of profit or loss.
Equity instruments
The Company subsequently measures all equity investments at fair value.
Dividends from such investments continue to be recognised in profit or loss
as other income when the Company's right to receive payments is established.
Changes in the fair value of financial assets at FVPL are recognised in other
gains/(losses) in the statement of profit or loss as applicable.
d) Impairment
The Company assesses, on a forward-looking basis, the expected credit losses
associated with any debt instruments carried at amortised cost.
The impairment methodology applied depends on whether there has been a
significant increase in credit risk. For trade receivables, the Company
applies the simplified approach permitted by IFRS 9, which requires expected
lifetime losses to be recognised from initial recognition of the receivables.
1.10. Equity
Share capital is determined using the nominal value of shares that have been
issued.
The Share premium account includes any premiums received on the initial
issuing of the share capital. Any transaction costs associated with the
issuing of shares are deducted from the Share premium account, net of any
related income tax benefits.
Equity-settled share-based payments are credited to a share-based payment
reserve as a component of equity until related options or warrants are
exercised or lapse.
Based on IFRS 2, for equity-settled share-based payment transactions, the
entity shall measure the goods or services received, and the corresponding
increase in equity, directly, at the fair value of the goods or services
received, unless that fair value cannot be estimated reliably. The fair value
of the service received in exchange for the grant of options and warrants is
recognised as an expense, other than those warrants that were issued in
relation to the listing which have been recorded against share premium in
equity. If the entity cannot estimate reliably the fair value of the goods or
services received, the entity shall measure their value, and the corresponding
increase in equity, indirectly, by reference to the fair value of the equity
instruments granted. The seed warrants issued to the investors and directors
in raising private equity funds is not within the scope of IFRS 2 and
accounting policy mentioned doesn't apply.
Share capital to be issued refers to shares that are expected to be settled
through the issuance of the Company's equity instruments as of the year-end.
In accordance with IAS 32, since these meet the definition of equity, they are
classified within equity as 'shares to be issued' and are measured at fair
value."
Retained earnings includes all current and prior period results as disclosed
in the income statement.
1.11. Segment reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision makers. The chief operating
decision maker, being responsible for allocating resources and assessing
performance of the operating segments, has been identified as the executive
Board of Directors.
1.12. Taxation
Tax currently payable is based on taxable profit for the period. Taxable
profit differs from profit as reported in the income statement because it
excludes items of income and expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
liability for current tax is calculated using tax rates that have been enacted
or substantively enacted by the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit, and is accounted for using
the balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary difference arises
from initial recognition of goodwill or from the initial recognition (other
than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Company is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset realised. Deferred tax is
charged or credited to profit or loss, except when it relates to items charged
or credited directly to equity, in which case the deferred tax is also dealt
with in equity.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Company intends to settle its current tax assets and
liabilities on a net basis.
1.13. Critical accounting judgements and key sources of estimation
uncertainty
The preparation of the financial statements requires management to make
judgements, estimates and assumptions that affect the amounts reported for
revenues and expenses during the period and the amounts reported for assets
and liabilities at the balance sheet date. However, the nature of estimation
means that the actual outcomes could differ from those estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimates are revised and in any future periods affected. The significant
accounting judgements and key sources of estimation uncertainty affecting the
Company are disclosed below.
Capitalisation of internally generated intangible assets
The Company has capitalised development expenditure in respect of its AI
platform, which is classified as an intangible asset under development at 31
August 2025. In determining whether development costs meet the recognition
criteria set out in IAS 38 Intangible Assets, the Directors have exercised
judgement in assessing whether the platform is technically feasible, whether
there is an intention and ability to complete and use the asset, whether
adequate resources are available, and whether the platform is expected to
generate probable future economic benefits.
The Directors also apply judgement in determining the point at which
development expenditure should be capitalised and in distinguishing between
research and development activities. Development costs continue to be
classified as work in progress and are not amortised until the asset is
available for use.
Impairment of intangible assets under development
Intangible assets under development are not amortised but are tested for
impairment annually, or more frequently if there are indicators of impairment,
in accordance with IAS 36 Impairment of Assets. The Directors have exercised
judgement in assessing whether any such indicators exist at the reporting
date.
The impairment assessment requires the estimation of the recoverable amount of
the asset, being the higher of its value in use and fair value less costs of
disposal. This involves significant judgement, including assumptions relating
to the timing of commercialisation, expected future cash flows, growth rates
and discount rates. Actual outcomes may differ from these estimates and could
result in a material adjustment to the carrying value of the intangible asset
in future periods.
New standards and interpretations not yet adopted
The Company has adopted the below standards, amendments or interpretations for
the first time for its annual reporting period commencing 1 January 2024 which
do not have a material impact on the Company:
Standard Effective Date
IFRS S1 General Requirements for Disclosure of Sustainability-related 1 January 2024*
Financial Information
IFRS S2 Climate-related Disclosures 1 January 2024*
Amendments to IAS 21 - Lack of Exchangeability 1 January 2025
At the date of approval of these financial statements, the following standards
and interpretations which have not been applied in these financial statements
were in issue but not yet effective (and in some cases have not yet been
adopted by the UK):
Standard Effective Date
Annual Improvements to IFRS standards - Volume 11 1 January 2026
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: 1 January 2026 *
Disclosures: Classification and Measurement of Financial Instruments
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027 *
(*-Not yet endorsed in the UK)
The effect of these new and amended Standards and Interpretations which are in
issue but not yet mandatorily effective is not expected to be material.
2. Segmental analysis
The Company has two reportable segments, Software and Corporate, which are the
Company's strategic divisions. For each of the strategic divisions, the Board
reviews internal management reports on a regular basis. .
The Company generated no revenue during the year ended 31 August 2025 (2024:
£0).
Segmental results are detailed below for the year ended 31 August 2025:
Corporate Software Total
£ £ £
Operating loss from continued operations per reportable segment (4,001,912) - (4,001,912)
Reportable segment assets 1,791,875 257,318 2,049,193
Reportable segment liabilities (660,442) - (660,442)
Net assets 1,131,433 257,318 1,388,751
And at 31 August 2024:
Corporate Software Total
£ £ £
Operating loss from continued operations per reportable segment
Reportable segment assets 32,753 - 32,753
Reportable segment liabilities (44,734) - (44,734)
Net liabilities (11,981) - (11,981)
3. ADMINISTRATIVE eXPENSES
This is stated after charging:
2025 2024
£
£
Advertising & Marketing 445,601 -
Audit & Accountancy fees 27,800 6000
Bank charges (251) 228
Insurance 3,360 -
IT costs 17,667 -
Legal 21,999 -
Office costs 33,000 -
Other expenses 23 -
Professional fees 161,000 7,359
Salary & Wages 304,946 -
Share based payments (Employment) 1,110,518 -
Travel & Entertainment 33,051 -
2,158,714 13,587
4. DIRECTORS AND Employees
The average number of persons employed by the Company (including directors)
during year ended 31 August 2025:
31 August 2025 31 August 2024
No No
Directors 5 2
Employees - -
5 2
2025 2024
The aggregate payroll costs of these persons were as follows: £ £
Wages and salaries 304,946 -
Share-based payments 1,110,518 -
1,415,464 -
The highest paid director, being the CEO, received fees of £154,250 (2024:
£nil). The directors are considered key management personnel of the Company.
5. AUDITORS' REMUNERATION
2025 2024
£ £
Fees payable to the Company's auditor for the audit of parent company and 30,000 5,000
consolidated Company financial statements:
Reporting accountant fee for IPO of the Company 85,000 -
115,000 5,000
6. taxation.
Year ending 31 August 2025 Year ending 31 August 2024
£ £
The charge / credit for the year is made up as follows:
Loss for the year (4,001,912) (13,587)
Taxation charge / credit for the year - -
A reconciliation of the tax charge / credit appearing in the income statement
to the tax that would result from applying the standard rate of tax to the
results for the year is:
Loss before tax (4,001,912) (13,587)
Tax credit at the applicable rate of 19% (760,363) (2,582)
Expenditure disallowable for taxation 652,285 -
Tax losses on which no deferred tax asset has been recognised 108,078 3,396
Total tax (charge)/credit - -
The Company has total carried forward losses of £4,015,499 (2024: £82,931.
The taxable value of the unrecognised deferred tax asset is £762,944 (2024:
£347,421) and these losses do not expire. No deferred tax assets in respect
of tax losses have not been recognised in the accounts because there is
currently insufficient evidence of the timing of suitable future taxable
profits against which they can be recovered.
7. EARNINGS per share
The calculation of the basic and diluted earnings per share is calculated by
dividing the profit or loss for the year by the weighted average number of
ordinary shares in issue during the year.
2025 2024
£ £
Loss for the year from continuing operations attributable to the owners of the (4,001,912) (13,587)
Company
Weighted number of ordinary shares in issue 174,861,264 45,930,328
Basic & diluted earnings per share from continuing operations - pence (2.29) (0.03)
8. INVESTMENT IN SUBSIDIARIES
31 August 2025 31 August 2024
£ £
Company Company
Medpal Limited 1 -
1 -
Name Incorporation date Holding Class of shares held Business activity Registered address
Medpal Limited 28 August 2025 100% Medpal Ai PLC Ordinary shares Dormant 20 Primrose Street, London, United Kingdom, EC2A 2EW
Medpal Limited was incorporated on 28 August 2025 as a wholly owned subsidiary
of the Company. The subsidiary was dormant at 31 August 2025 and had no
material transactions during the period. Accordingly, its inclusion in the
consolidated financial statements has had no material effect on the Group's
financial statements.
9. INTANGIBLE ASSET-Work in progress
Group and Company 31 August 31 August 2024
2025
£ £
257,318 -
Opening balance
Purchase of IP 192,500 -
Additions 64,818 -
As at 31 August 257,318 -
( )
During the year, the Company acquired the Medpal intellectual property from
the founder Jason Drummond under an Asset Purchase Agreement. The total
consideration of £192,500 was satisfied through the issue of 192,500,000
ordinary shares, with no liabilities assumed as part of the transaction.
As at 31 August 2025, the Company's intellectual property, comprising the
Medpal AI application and supporting software, was still under active
development and had not yet reached the condition necessary to be capable of
operating as intended by management. Accordingly, the IP was recognised as an
intangible asset under development (work in progress), with no amortisation
recognised and no indicators of impairment identified at the reporting date.
10. TRADE AND OTHER RECEIVABLES
Group and Company 31 August 2025 31 August 2024
£ £
Prepayments 140,743 -
VAT 114,008 -
Share capital to be issued - 32,500
254,751 32,500
11. Cash and cash equivalents
Group and Company 31 August 2025 31 August 2024
£ £
Cash at bank 1,537,124 253
1,537,124 253
The majority of the Company's cash at bank is held with alternative financial
institutions.
The carrying amounts of the Company's and Company's cash and cash equivalents are denominated in the following currencies:
31 August 2025 31 August 2024
£ £
UK Pounds 1,537,124 253
1,537,124 253
12. TRADE AND OTHER PAYABLES
Group and Company 31 August 2025 31 August 2024
£ £
Accounts Payable 611,807 2,859
Accruals 48,635 18,000
Director loan - 8,875
Other creditors - 15,000
660,442 44,734
13. Share capital and share premium
Number of shares Ordinary shares Share premium Total
Number £ £ £
Balance at 31 August 2023 45,500,000 4,550 59,400 63,950
Ordinary shares issued1 700,000 70 6,930 7,000
Share issue costs - - - -
Balance at 31 August 2024 46,200,000 4,620 66,330 70,950
Founder round ( 2) 56,900,000 5,690 - 5,690
Series A Capital Raise (3) 43,450,000 4,345 430,155 434,500
Consideration (4) 192,500,000 19,250 173,250 192,500
Pre IPO (5) 5,033,334 503 150,497 151,000
Fee shares (6) 2,000,000 200 19,800 20,000
Share consolidation (7) - 34,608 (34,608) -
Pre-IPO share issue (8) 17,000,001 3,400 406,600 410,000
IPO raise (9) 50,000,000 10,000 1,990,000 2,000,000
Share issue costs - - (1,244,124) (1,244,124)
As at 31 August 2025 413,083,335 82,616 1,957,900 2,040,516
(1- 700,000 shares at £0.01 were issued on 19 January 2024
for total proceeds of £7,000)
(2- Issue of 56,900,000 shares at nominal value for total
proceeds £5,690)
(3- Issue of 43,450,000 shares at £0.01 per share for total
proceeds of £434,500)
(4- Issue of 192,500,000 shares to founder Jason Drummond for
the purchase of the Medpal IP)
(5- Issue of 5,033,334 shares at £0.03 per share for total
proceeds of £151,000)
(6- Issue of 2,000,000 fee shares for £0.01 per share in leu
of fees)
(7- On 1 August 2025, the Company consolidated its ordinary
shares on a 2-for-1 basis. The issued share capital was reduced from
692,166,668 ordinary shares of £0.0001 each to 346,083,334 ordinary shares of
£0.0002 each. The consolidation did not affect the aggregate nominal value of
the issued share capital, which remained £69,216.67.Issue of 12,000,001 and
5,000,000 shares at £0.03 and £0.01 per share raising £410,000)
(8- Issue of 50,000,000 shares at £0.04p per share as part of
the Company's IPO)
( )
The share premium represents the difference between the nominal value of the
shares issued and the actual amount subscribed less; the cost of issue of the
shares, the value of the bonus share issue, or any bonus warrant issue.
Ordinary shares entitle the holder to participate in dividends and the
proceeds on the winding up of the company in proportion to the number of and
amounts paid on the shares held. The fully paid ordinary shares have a par
value of £0.0002 and the company does not have a limited amount of authorised
capital.
On a show of hands every member present at a meeting in person or by proxy
shall have one vote and upon a poll each share shall have one vote.
All issued shares are fully paid.
14. OPTIONS & WARRANTS
Options
2025 2024
Weighted average exercise price Number of options Weighted average exercise price Number of options
Opening balance - - - -
Options issued during the year 4p 40,308,331 - -
Outstanding at the end of the year 4p 40,308,331 - -
Exercisable at the end of the year - - - -
Warrants
2025 2024
Weighted average exercise price Number of warrants Weighted average exercise price Number of warrants
Opening balance - - - -
Issued during the year 2p 135,746,667 - -
Outstanding at the end of the year 2p 135,746,667 - -
Exercisable at the end of the year 4p 60,746,667 - -
The fair value of the services received in return for the options and warrants
granted are measured by reference to the fair value of the instrument granted.
The estimate of the fair value of the instrument granted is measured based on
the Black-Scholes valuations model and Barrier valuations model. Measurement
inputs and assumptions are shown below in note 15.
15. SHARE-BASED PAYMENTS RESERVE
During the year, the Company operated a Medpal AI Long Term Incentive Plan
(LTIP) Share Option Plan (Share Option Scheme) as well as awarding warrants
to various third parties.
Under IFRS 2, an expense is recognised in the statement of comprehensive
income for share based payments, to recognise their fair value at the date of
grant. The application of IFRS 2 gave rise to a charge of £2,385,347 for the
year ended 31 August 2025 (the equivalent charges for the year ended 31
August 2024 was £nil). The Company recognised total expenses (all of which
related to equity settled share-based payment transactions) under the current
plans of:
2025 2024
£ £
As at 1 September - -
Director warrants 1,081,011 -
Director warrants 29,507
Introduction warrants 681,659 -
Dalheim warrants 351,629 -
Adviser warrants 1,153,329 -
Adviser warrants 135,943 -
As at 31 August 3,433,078 -
The estimated fair values of these share warrants, and the inputs used in the
Black-Scholes model to calculate those fair values are as follows:
Issue date Time to expiry (years) Share price at date of issue of warrants Exercise price Expected volatility Risk free interest rate Fair value per warrant (pence)
Director (1) 11 Aug 2025 10 4p 4p 95% 3.9% £0.036
Director (2) 11 Aug 2025 10 4p 4p 95% 3.9% £0.036
Introduction (3) 11 Aug 2025 5 4p 1p 75% 3.9% £0.025
Dalheim (4) 11 Aug 2025 5 4p 3p 75% 3.9% £0.026
Adviser 11 Aug 2025 5 4p 4p 75% 3.9% £0.025
Adviser 11 Aug 2025 7 4p 4p 95% 3.9% £0.033
As at 31 August 2025 the weighted average time until expiry is 6.14 years
(2024: nil years).
16. Risk Management
General objectives and policies
The overall objective of the Board is to set policies that seek to reduce as
far as practical without unduly affecting the Company's competitiveness and
flexibility. Further details regarding these policies are:
Policy on financial risk management
The Company's principal financial instruments comprise cash and cash
equivalents, trade and other receivables and trade and other payables. The
Company's accounting policies and methods adopted, including the criteria for
recognition, the basis on which income and expenses are recognised in respect
of each class of financial asset, financial liability and equity instrument
are set out in note 1 - "Accounting Policies".
The Company does not use financial instruments for speculative purposes. The
carrying value of all financial assets and liabilities approximates to their
fair value.
Derivatives, financial instruments and risk management
The Company does not use derivative instruments or other financial instruments
to manage its exposure to fluctuations in foreign currency exchange rates,
interest rates and commodity prices.
Foreign currency risk management
In the current period the impact of foreign currency movement is limited to
the impact it has on the relatively small denominations of currency that the
Company holds in foreign currencies.
Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Company.
The Company has adopted a policy of only dealing with creditworthy
counterparties. The Company's exposure and the credit ratings of its
counterparties are monitored by the board of directors to ensure that the
aggregate value of transactions is spread amongst approved counterparties.
The Company applies IFRS 9 to measure expected credit losses for receivables,
these are regularly monitored and assessed. Receivables are subject to an
expected credit loss provision when it is probable that amounts outstanding
are not recoverable as set out in the accounting policy. The impact of
expected credit losses was immaterial.
The Company's principal financial assets are cash and cash equivalents, loan
notes and trade and other receivables. Cash equivalents include amounts held
on deposit with financial institutions.
The credit risk on liquid funds held in current accounts and available on
demand is limited because the Company's counterparties are banks with high
credit-ratings assigned by international credit-rating agencies.
No financial assets have indicators of impairment.
The Company's maximum exposure to credit risk is limited to the carrying
amount of financial assets recorded in the financial statements.
Borrowings and interest rate risk
The Company has no borrowings. The Company's principal financial assets are
cash and cash equivalents and trade and other receivables. Cash equivalents
include amounts held on deposit with financial institutions. The effect of
variable interest rates is not significant.
Liquidity risk
During the year ended 31 August 2025 and year ended 31 August 2024, the
Company was financed by cash raised through equity funding. Funds raised
surplus to immediate requirements are held as short-term cash deposits in
Sterling.
The maturities of the cash deposits are selected to maximise the investment
return whilst ensuring that funds will be available as required to maintain
the Company's operations.
In managing liquidity risk, the main objective of the Company is to ensure
that it has the ability to pay all of its liabilities as they fall due. The
Company monitors its levels of working capital to ensure that it can meet its
liabilities as they fall due. The table below shows the undiscounted cashflows
on the Company's financial liabilities on the basis of their earliest possible
contractual maturity.
Group and Company Total Within 2 months Within 2-6 months Within Within 1- 2 years Greater than 2 years
6-12 months
£ £ £ £ £ £
At 31 August 2025
611,807 611,807 - - - -
Trade payables
Other payable and accruals 48,635 48,635 - - - -
660,442 660,442 - - - -
Group and Company Total Within 2 months Within 2-6 months Within Within 1- 2 years Greater than 2 years
6-12 months
£ £ £ £ £ £
At 31 August
2024
Trade payables 2,859 2,859 - - - -
Director loan 8,875 - - 8,875 - -
Other creditors 15,000 - - 15,000 - -
26,734 2,859 - 23,875 -
Capital management
The Company manages its capital to ensure that it will be able to continue as
a going concern while maximising the return to stakeholders. The overall
strategy of the Company is to minimise costs and liquidity risk.
The capital structure of the Company consists of equity attributable to equity
holders of the Company, comprising issued share capital, reserves and retained
earnings as disclosed in the consolidated statement of changes of equity.
The Company is exposed to a number of risks through its normal operations, the
most significant of which are interest, credit, foreign exchange, commodity
and liquidity risks. The management of these risks is vested to the board of
directors.
17. FINANCiaL ASSETS AND FINANCIAL LIABILITIES
Group and Company
2025 Financial assets at amortised cost Financial liabilities at amortised cost Total
Financial assets / liabilities £ £ £
Cash and cash equivalents 1,537,124 - 1,537,124
Other current assets 114,008 - 114,008
Trade and other payables - (611,807) (611,807)
1,651,132 (611,807) 1,039,325
2024 Financial assets at amortised cost Financial liabilities at amortised cost Total
Financial assets / liabilities £ £ £
Cash and cash equivalents 253 - 253
Other current assets 32,500 - 32,500
Trade and other payables - (44,734) (44,734)
32,753 (44,734) (11,981)
18. Related party transactions
Issue of director options
During the year, the Company granted equity-settled options and warrants to
Directors and to an entity connected with a Director as part of their
remuneration and incentive arrangements in connection with Admission. The
options and warrants were granted in consideration for services provided to
the Group and are accounted for in accordance with IFRS 2 Share-based Payment.
The options and warrants granted were as follows:
· Jason Drummond (Chief Executive Officer) - options over
20,154,166 ordinary shares.
· Justin Drummond (Director) - options over 6,092,499 ordinary
shares.
· Karl Karlsson (Non-executive Chairman) - options over 6,000,000
ordinary shares.
· Kevin O'Neill (Non-executive Director) - options over 4,030,833
ordinary shares.
· Adam Monaco (Finance Director) - options over 4,030,833 ordinary
shares.
· Dalheim Limited (entity connected with Karl Karlsson) - warrants
over 11,500,001 ordinary shares, with an exercise price of £0.03 per share
and an exercise period of five years commencing six months after Admission.
In aggregate, options and warrants over 51,808,332 ordinary shares were
granted to Directors and their connected parties during the period. The
Directors' option have exercise prices and expiry dates ranging between £0.03
and £0.04 per share and five to seven years from the date of grant.
No cash consideration was paid by the Company in respect of the issue of these
warrants.
The fair value of the warrants at the grant date is recognised as an expense
over the relevant vesting periods, with a corresponding increase in equity.
Further details of the warrants, including vesting conditions and valuation
assumptions, are disclosed in note 14 to the financial statements.
Purchase of IP
On 4 April 2025, the group acquired business assets and intellectual property
relating to the Medpal AI platform from Jason Drummond, a director of the
company, and his nominated recipients.
The total consideration for the acquisition was £192,500, satisfied in full
through the issue of 192,500,000 ordinary shares at a price of £0.001 per
share. No cash consideration was paid.
19. CONTINGENT assets & LIABILITIES
Other than those listed above there were no further contingent liabilities at
31 August 2025.
20. ultimate controlling party
The Directors consider that there is no controlling or ultimate controlling
party of the Company.
21. Events subsequent to year end
The following events occurred after the reporting date of 31 August 2025.
Acquisition of assets from Universal Pharmacy Ltd
On 1 October 2025 the Company announced the conditional acquisition of certain
assets from Universal Pharmacy Ltd (in administration). The acquisition was
undertaken to support the Group's strategic objectives and expand the
functionality and reach of the MedPal AI platform. The assets acquired relate
to pharmacy and healthcare services and are in the course of being integrated
into the Group's existing operations. The acquisition was completed on 13
February 2026, following receipt of NHS approval in respect of aspects of its
pharmacy licence application, The approval represents a significant
operational milestone for the Group and is expected to support future
commercial adoption of the MedPal AI platform.
Issue of equity - placing
On 1 October 2025, the Company completed a placing of new ordinary shares to
institutional and other investors at an issue price of 8 pence per share to
raise gross proceeds of £400,000. The Company also raised £145,304 via the
issue of 1,806,300 shares at 8p per share via a WRAP retail offer. The Placing
and WRAP shares were admitted to trading on AIM on 8 October 2025.
Issue of equity - ATM facility
On 4 December 2025 the Company announced that it had entered into an
At-The-Market ("ATM") equity issuance facility to raise up to £2,000,000 via
the issue of new ordinary shares at a price no lower than 5p per share. The
Company announced the closure of the ATM facility on 25 February 2026 and the
tranches of funds raised via the facility are shown in the table below. Net
proceeds of the ATM were approximately £1,843,617.
Number of ATM Shares Average Price per share Approximate Gross Proceeds Admission date
7,500,000 6.64p £498,225 19 December 2025
6,200,000 6.11p £378,870 22 January 2026
6,500,000 5.22p £339,560 30 January 2026
9,000,000 5.20p £467,640 17 February 2026
6,055,000 5.10p £308,805 3 March 2026
35,255,000 5.65p £1,993,100
Secondary listing on the Frankfurt Stock Exchange
On 3 February 2026, the Company announced the completion of a secondary
listing of its ordinary shares on the Frankfurt Stock Exchange. The secondary
listing is intended to broaden the Company's investor base and increase market
visibility.
22. Independent Auditor's Report to the members of MedPal AI plc
Opinion
We have audited the financial statements of Medpal AI plc (the 'parent
company') and its subsidiary (the 'group') for the year ended 31 August 2025
which comprise the Consolidated statement of Comprehensive income, the
Consolidated and Parent Company Statements of financial position, the
Consolidated and Parent Company Statements of Changes in Equity, the
Consolidated and Parent Company Statement of Cashflows and notes to the
financial statements, including material accounting policy information. The
financial reporting framework that has been applied in their preparation is
applicable law and UK adopted international accounting standards.
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 August 2025 and of the group's loss for the
year then ended;
· the group financial statements have been properly prepared in
accordance with UK adopted international accounting standards;
· the parent company financial statements have been properly
prepared in accordance with UK adopted international accounting standards; and
the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor responsibilities for the audit
of the financial statements section of our report.
We are independent of the group and parent company in accordance with the
ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC'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.
Material uncertainty related to going concern
We draw attention to the Going Concern section within the accounting policies,
which describes the Directors' assessment of the Group's ability to continue
as a going concern. As disclosed in Note 1.2, the Group incurred a pre-tax
loss of £4,009,912 (2024: £13,587 loss) during the year. The group is
unlikely to generate positive cash flow from operations for the near future
and so will continue to be reliant on financing from equity injections and /
or the raising of cash through bank loans, or other debt instruments. As
stated in Note 1.2, these events or conditions, along with the others matters
as set forth in note 1.2, indicate that a material uncertainty exists that may
cast significant doubt on the Company's ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
We recognised going concern as a key audit matter, see the relevant section of
this report.
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. Our evaluation of the Directors'
assessment of the company's ability to continue to adopt the going concern
basis of accounting included (but not limited to):
· Discussions with management regarding the future funding plans of
the Group and obtained an update of the status of such activities.
· Reviewed managements budgets and forecasts for the group -
including future forecast cashflows and budgets.
· Discussing with management the assumptions used in the
above-mentioned forecasts and budgets and obtaining details to support these
key assumptions.
· Subjected budgets and forecasts to sensitivity analysis.
· Reviewed minutes of board meetings held during the year and any
subsequent to the year end.
· Reviewed post year-end financial statements for each entity and
comparing actual performance to managements assessments.
· Reviewed evidence of upcoming plans to fundraise through brokers
including Tennyson.
· Reviewed any additional financial and nonfinancial subsequent
events which may be identified post the year end in relation to going concern.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Key audit matters
Key audit matters are those that, in our professional judgement, were of most
significance in our audit of the Financial Statements of the current period
and include the most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including those which had the
greatest effect on: the overall audit strategy, the allocation of resources in
the audit and directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.
In addition to the matter described in the Material uncertainty related to
going concern section, we have determined the matters described below to be
the key audit matters to be communicated in our report.
Key audit matter How our work addressed this matter
Going Concern (see note 1.2) · Analysing management's and the Directors' cash flow forecast
which forms the basis of their assessment that the going concern basis of
preparation remains appropriate for the preparation of the Company financial
statements for a period of at least twelve months from the date of approval of
At the year end the Group was not revenue generating and has incurred a loss these financial statements;
in the year. Accordingly the Group is reliant on further equity financing to
continue operating. · Testing the integrity of the cash flow model;
· Sensitising the cash flows for changes in key assumptions and
considering impact on headroom;
The company incurred substantial losses in the year under audit and there is
no expectation to move to profitability within the next 12 months. We have · Reviewing and considering the adequacy of the disclosure within
therefore recognised a material uncertainty and a key audit matter in respect the financial statements relating to the Directors' assessment of the going
of Going Concern. concern basis of preparation;
· Verifying any funds raised post year end; and
· Reviewing activities undertaken to engage in further fundraising
rounds over the next 12 months.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatements. We consider materiality to be
the magnitude by which misstatements, including omissions, could influence the
economic decisions of reasonable users that are taken on the basis of the
financial statements.
In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the
financial statements as a whole and performance materiality as follows:
Group financial statements Parent company financial statements
Materiality £82,800 (2024: unaudited) £82,800 (2024 : unaudited)
Basis for determining materiality 5% on net assets 5% on net assets
Rationale for the benchmark applied The company is in a growth stage so the readers of the financial statements The company is in a growth stage so the readers of the financial statements
will be focused on the assets and liabilities of the Group. will be focused on the assets and liabilities of the Company.
Performance materiality £62,100 £62,100
Basis for determining performance materiality 75% of overall group materiality 75% of overall parent company materiality
Rationale for the percentage applied for performance materiality In determining the performance materiality, we have considered the following
factors :
· The level of significant judgements and estimates;
· The risk assessment and aggregation of risk and the effectiveness
of controls;
· The control environment and the group's financial reporting
controls and processes; and
We agreed with the Audit Committee that we would report on all differences in
excess of £4,100 for both group and parent company reporting. We also report
to the Audit Committee on financial statement disclosure matters identified
when assessing the overall consistency and presentation of the financial
statements.
An overview of the scope of our audit
In designing our audit approach, we determined materiality and assessed risk
of material misstatement in the financial statements. In particular, we looked
at areas involving significant accounting estimates and judgements by the
directors, including the carrying value and recoverability of intangible
assets and going concern. Procedures were then performed to address the risk
identified and for the most significant assessed risks of misstatement, the
procedures performed are outlined below in the key audit matters section of
this report. We re-assessed the risks throughout the audit process and
concluded that the scope remained in line with that determined at the planning
stage of the audit.
The group includes the listed parent company and a UK-based subsidiary, Medpal
AI Limited, of which only Medpal AI plc was considered to be the only
component in scope. We tailored the scope of our audit to ensure that we
performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the group and the
company, the accounting processes and controls, and the industry in which they
operate.
No component auditors have been used and as group auditors we audited the sole
component in scope. This gave us sufficient audit evidence for our audit
opinion on the group financial statements.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial period for which the financial statements are
prepared is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
Other matters - prior year unaudited
The financial statements of the Company for the year ended 31 August 2024 were
not audited. Accordingly, the corresponding figures presented for that period
are unaudited. Our opinion on the current year's financial statements is not
modified in respect of this matter. In accordance with ISA (UK) 710, we have
obtained sufficient appropriate audit evidence to satisfy ourselves that the
opening balances do not contain misstatements that materially affect the
current year's financial statements.
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 their environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report and 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 and the part of the
directors remuneration report to be audited 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 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 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.
Auditor responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the legal and regulatory
frameworks within which the Company operates focusing on those laws and
regulations that have a direct effect on the determination of material amounts
and disclosures in the financial statements. The laws and regulations we
considered in this context were the Companies Act 2006 and relevant taxation
legislation.
· We identified the greatest risk of material impact on the
financial statements from irregularities, including fraud, to be the override
of controls by management. Our audit procedures to respond to these risks
included enquiries of management about their own identification and assessment
of the risks of irregularities, sample testing on the posting of journals and
reviewing accounting estimates for biases.
· We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the group
and parent company with those laws and regulations. These procedures included,
but were not limited to :
o Enquiries of management;
o Review of Board meeting minutes; and
o Review of legal correspondence.
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 is available on the Financial
Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor's report.
Other matters that we are required to address
We were appointed on 20 November 2025 and this is the first period of our
engagement as auditors for the Group.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the group or the parent company and we remain independent of the
group and the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit
committee.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with our engagement letter. Our audit work has been undertaken so that we
might state to the company's members those matters we are required to state to
them in an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other
than the company and the company's members as a body, for our audit work, for
this report, or for the opinions we have formed.
Steven Johnson FCCA (Senior Statutory Auditor)
For and on behalf of RPG Crouch Chapman LLP
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