Final Results

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

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."

The Directors of the Company are responsible for the contents of this announcement.

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

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.

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.

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.

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.

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.

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.
• potential voting rights held by the Company, other vote holders or other parties;
• rights arising from other contractual arrangements; and

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

1.7. Trade and other receivables

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

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.

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.

Measurement

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.

Impairment

1.10. Equity

Share capital is determined using the nominal value of shares that have been issued.

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."

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

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:

*-Not yet endorsed in the UK

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:

DIRECTORS AND Employees

The average number of persons employed by the Company (including directors) during year ended 31 August 2025:

The highest paid director, being the CEO, received fees of £154,250 (2024: £nil). The directors are considered key management personnel of the Company.

AUDITORS' REMUNERATION

• taxation.

The charge / credit for the year is made up as follows:

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.

EARNINGS per share

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.

INTANGIBLE ASSET-Work in progress

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.

TRADE AND OTHER RECEIVABLES

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:

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

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.

All issued shares are fully paid.

OPTIONS & WARRANTS

Options

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.

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:

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:

As at 31 August 2025 the weighted average time until expiry is 6.14 years (2024: nil years).

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.

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.

FINANCiaL ASSETS AND FINANCIAL LIABILITIES

Group and Company

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.

CONTINGENT assets & LIABILITIES

Other than those listed above there were no further contingent liabilities at 31 August 2025.

ultimate controlling party

The Directors consider that there is no controlling or ultimate controlling party of the Company.

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.

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.

• 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;

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.

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.

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

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:

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

• 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

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

o Enquiries of management;

o Review of Board meeting minutes; and

o Review of legal correspondence.

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.

Our audit opinion is consistent with the additional report to the audit committee.

Use of our report

Steven Johnson FCCA (Senior Statutory Auditor)

For and on behalf of RPG Crouch Chapman LLP