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Registered number: 10220482









Northwest EHealth Limited









Annual Report and Financial Statements

For the year ended 31 December 2024

 
Northwest EHealth Limited
 
 
Company Information


Directors
J M Gibson 
J M Wogel 
B Clare 
D Kumar 
S Gueorguiev (appointed 5 September 2024)




Registered number
10220482



Registered office
2nd Floor, Bright Building
Manchester Science Park

Pencroft Way

Manchester

M15 6GZ




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG





 
Northwest EHealth Limited
 

Contents



Page
Strategic report
 
1 - 3
Directors' report
 
4 - 5
Independent auditors' report
 
6 - 9
Statement of comprehensive income
 
10
Balance sheet
 
11
Statement of changes in equity
 
12
Statement of cash flows
 
13
Analysis of net debt
 
14
Notes to the financial statements
 
15 - 30

 
Northwest EHealth Limited
 
 
Strategic Report
For the year ended 31 December 2024

Introduction
 
The directors present their strategic report for the year ended 31 December 2024.

Business review
 
The principal activity of the company continues to be the provision of unique technology and services to improve the delivery of clinical trials using electronic health care data.
During 2024, we continued with an emphasis on decentralized trials, real world evidence generation and improving both our data footprint and our capabilities to drive market access/pricing capabilities, which we anticipated would be in ever increasing demand. Putting our technology IP front and centre in our commercial offer will further accelerate our ambitions to licence out core trials software to create persistent and predictable revenues, thus supporting our trials income.
The UK market remained constrained, as a new government was elected and began work on a 10-year plan for renovating the NHS. The results of this work were published in the summer of 2025, alongside a variety of press releases over the latter part of 2024 and early 2025 announcing their support to make UK PLC open for more clinical research and trials opportunities. Over the last 10 months, the government’s signals to industry have resulted in renewed interest in placing clinical research and new studies back into the UK.
In early 2024, NorthWest EHealth (NWEH) began a series of contract negotiations on the development of a groundbreaking obesity trial, resulting in the announcement made by Lilly’s CEO in October of 2024 that this £40m, 5 year-long project was based in Greater Manchester. Subsequently, NWEH has secured the above mentioned 5-year commitment from Lilly that will significantly improve the outlook of the business in coming years. 
We have focused over the course of 2024 on refining our technology offer to better align with the rapidly growing market demand for software and data that can be deployed to help pharma companies gain approvals for market access and improved pricing. Our relationship with the Clinical Practice Research Datalink (CPRD) and access to their c. 20m NHS England based patient records has been central to that, with broad access to that data via our software achieved this summer.

Page 1

 
Northwest EHealth Limited
 

Strategic Report (continued)
For the year ended 31 December 2024

Principal risks and uncertainties
 
The directors have assessed the main operational risks to the company as follows:

Competition from large contract research organisations, tech corporations and national bodies with unlimited funds.

The possibility of highly skilled and experienced staff leaving and struggling to recruit suitable replacements.

The timing of and completion of material value of large-scale trials.

Any potential changes to data legislation which might affect our core offering.

The company's business model is disruptive to the clinical trials industry which brings its own challenges.

The present-day stresses and pressures on primary and secondary care providers in the UK, and the impact on their ability to engage fully in clinical trial delivery.

Key to our growth and success is the support of the National Health Service and its data controllers which must be addressed as part of any future investment requirement.

The directors believe that these risks are mitigated by the continued efforts to maintain a high profile in the pharmaceutical and clinical trials sector, maintaining good business relationships with all data stakeholders and establishing policies to attract and retain high calibre staff.

These risks are further mitigated by a reconstituted board. In 2022, the board was recast to bring more commercial and more high impact/influential members to the table, adding over 90 years of commercial healthcare experience to a once more academic/public sector boardroom. This has already opened new opportunities for FY2024 and beyond.

The company is exposed to some price risk due to the varied nature of the services it provides incorporating consultancy, feasibility, licensing, and clinical trials work.

Liquidity risk

Liquidity risk has been addressed by taking on £3m convertible loan notes from shareholders in 2024, and further securing an additional £2m of investment in 2025.
Management objectives are to retain sufficient liquid funds to enable it to meet its day-to-day requirements, minimise the company's exposure to fluctuating interest rates, and match the repayment schedule of any external borrowings or overdrafts with the future cash flows expected to arise from the company's trading activities.

Credit risk

Credit risk is minimised by the fact that the vast majority of customers are either established major global brands or public sector bodies. Credit terms are granted as per industry standards though NWEH negotiates hard to reduce these, however most terms are now more favourable, at net 30 or 45 as opposed to net 60 or 90.

Financial risk

The company makes little use of financial instruments other than an operational and a deposit bank account and convertible loan notes so minimises its exposure to risk from financing.

Page 2

 
Northwest EHealth Limited
 

Strategic Report (continued)
For the year ended 31 December 2024

Financial key performance indicators
 


2024
2023

Turnover £'000
1,734
5,763

Gross Margin £'000
(1,014)
1,311

EBITDA £'000
(3,824)
(2,214)

The company's financial KPIs focus on several critical areas. Gross margin & EBITDA are key to understanding project profitability and long-term conversion to cash. There is a general lag in timing between cash outflow largely because of staffing costs and cash inflow from credit terms given to customers. Consequently, accurate cash management is crucial to the company’s liquidity. Cashflow forecasts are performed weekly and are an important part of any new contract assessment. Outstanding debtor days are closely monitored, and suitable credit management policies are in place to ensure all accounts receivable are settled within credit terms. 

Other key performance indicators
 
Non-financial KPI's are numerous but include the following:

Maintain high standards of quality and ISO 9001 & 27001 certification
Delivery of project plans on time with regular customer service reviews
Recruitment of patients to study trials in line with monthly plan targets
All innovative technology releases delivered on time and in full, and within user acceptance testing guidelines



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



J M Wogel
Director

Date: 26 September 2025
Page 3

 
Northwest EHealth Limited
 
 
 
Directors' Report
For the year ended 31 December 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

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


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

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £4,644,374 (2023 - loss £2,969,133).

No dividends were paid or declared in the year. The directors do not recommend payment of a final dividend.

Directors

The directors who served during the year were:

J M Gibson 
C R Molloy (resigned 30 September 2024)
J M Wogel 
B Clare 
C M Wardle (resigned 21 June 2024)
D Kumar 
S Gueorguiev (appointed 5 September 2024)

Future developments

The expansion and future success of the business will lie in securing investment from third parties that lets the company expand its business development and technology functions and raise its profile. The Directors and shareholders of the company are committed to this course of action; we secured further investment from Foresight in 2024 of £3m and 2025 of £2m. These funds will be used to develop technology and to raise its profile in the UK and US with a view to being able to deliver international trials. The company continues to build strong strategic relationships across the life sciences and health systems sector.

Page 4

 
Northwest EHealth Limited
 
 
 
Directors' Report (continued)
For the year ended 31 December 2024

Going concern

Management have prepared forecasts which show the company is able to continue as a going concern for a period of at least 12 months from the date these financial statements have been approved. There are forward facing statements in the document, and the forecasts include material contract values now signed which span over 5 years.
The directors have therefore concluded that it is appropriate to prepare the annual report and financial statements to 31 December 2024 on a going concern basis.

Disclosure of information to auditors

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Post balance sheet events

The company issued an additional £1m of convertible loans notes, £0.5m in April 2025 and £0.5m in May 2025; with a further £1m available if required.

Auditors

The auditorsHurst Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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



J M Wogel
Director

Date: 26 September 2025
Page 5

 
Northwest EHealth Limited
 
 
 
Independent Auditors' Report to the Members of Northwest EHealth Limited
 

Opinion


We have audited the financial statements of Northwest EHealth Limited (the 'company') for the year ended 31 December 2024, which comprise the statement of comprehensive income, the balance sheet, the statement of cash flows, the statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 6

 
Northwest EHealth Limited
 
 
 
Independent Auditors' Report to the Members of Northwest EHealth Limited (continued)


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
Northwest EHealth Limited
 
 
 
Independent Auditors' Report to the Members of Northwest EHealth Limited (continued)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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:

Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
 
The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
The outcome of enquiries of management, including whether management was aware of any instances of noncompliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
Supporting documentation relating to the Company's policies and procedures for:
°Identifying, evaluating, and complying with laws and regulations
°Detecting and responding to the risks of fraud
The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Antibribery and Corruption.

Audit response to risks identified

Our procedures to respond to the risks identified included the following:

Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
Evaluation of management’s controls designed to prevent and detect irregularities.
Enquiring of management about any actual and potential litigation and claims.
Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.

Page 8

 
Northwest EHealth Limited
 
 
 
Independent Auditors' Report to the Members of Northwest EHealth Limited (continued)


We have also considered the risk of fraud through management override of controls by:

Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.


Use of our report
 

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Chris Stewardson (senior statutory auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
Stockport
Cheshire
SK1 3GG

28 September 2025
Page 9

 
Northwest EHealth Limited
 
 
Statement of Comprehensive Income
For the year ended 31 December 2024

2024
2023
Note
£
£

  

Turnover
 4 
1,733,741
5,763,219

Cost of sales
  
(2,748,229)
(4,452,325)

Gross (loss)/profit
  
(1,014,488)
1,310,894

Administrative expenses
  
(3,494,364)
(4,169,571)

Exceptional administrative expenses
 5 
(127,964)
(346,889)

Operating loss
 6 
(4,636,816)
(3,205,566)

Interest receivable and similar income
 10 
7
21,883

Interest payable and similar expenses
 11 
(219,456)
(65,174)

Loss before tax
  
(4,856,265)
(3,248,857)

Tax on loss
 12 
211,891
279,724

Loss for the financial year
  
(4,644,374)
(2,969,133)

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 15 to 30 form part of these financial statements.
Page 10

 
Northwest EHealth Limited
Registered number: 10220482

Balance Sheet
As at 31 December 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
4,513,845
4,402,097

Tangible assets
 14 
14,240
69,883

  
4,528,085
4,471,980

Current assets
  

Debtors: amounts falling due within one year
 15 
842,262
2,562,670

Cash at bank and in hand
 16 
1,680,338
2,071,694

  
2,522,600
4,634,364

Creditors: amounts falling due within one year
 17 
(2,020,507)
(2,419,501)

Net current assets
  
 
 
502,093
 
 
2,214,863

Total assets less current liabilities
  
5,030,178
6,686,843

Creditors: amounts falling due after more than one year
 18 
(8,070,408)
(5,082,699)

Net (liabilities)/assets
  
(3,040,230)
1,604,144


Capital and reserves
  

Called up share capital 
 20 
4,804,869
4,804,869

Share premium account
 21 
3,498,636
3,498,636

Profit and loss account
 21 
(11,343,735)
(6,699,361)

  
(3,040,230)
1,604,144


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 



J M Wogel
Director

Date: 26 September 2025

The notes on pages 15 to 30 form part of these financial statements.
Page 11

 
Northwest EHealth Limited
 

Statement of Changes in Equity
For the year ended 31 December 2024


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

£
£
£
£

At 1 January 2024
4,804,869
3,498,636
(6,699,361)
1,604,144


Comprehensive income for the year

Loss for the year
-
-
(4,644,374)
(4,644,374)
Total comprehensive income for the year
-
-
(4,644,374)
(4,644,374)


At 31 December 2024
4,804,869
3,498,636
(11,343,735)
(3,040,230)



Statement of Changes in Equity
For the year ended 31 December 2023


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

£
£
£
£

At 1 January 2023
4,803,573
2,099,933
(3,730,228)
3,173,278


Comprehensive income for the year

Loss for the year
-
-
(2,969,133)
(2,969,133)
Total comprehensive income for the year
-
-
(2,969,133)
(2,969,133)


Contributions by and distributions to owners

Shares issued during the year
1,296
1,398,703
-
1,399,999


Total transactions with owners
1,296
1,398,703
-
1,399,999


At 31 December 2023
4,804,869
3,498,636
(6,699,361)
1,604,144


The notes on pages 15 to 30 form part of these financial statements.
Page 12

 
Northwest EHealth Limited
 

Statement of Cash Flows
For the year ended 31 December 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(4,644,374)
(2,969,133)

Adjustments for:

Amortisation of intangible assets
756,682
679,707

Depreciation of tangible assets
34,993
48,100

Impairments of fixed assets
-
264,139

Loss on disposal of tangible assets
21,014
(549)

Interest paid
219,456
65,174

Interest received
(7)
(21,883)

Taxation charge
(211,891)
(279,724)

Decrease/(increase) in debtors
1,932,298
(1,211,444)

(Decrease)/increase in creditors
(316,859)
284,148

(Decrease)/increase in amounts owed to associates
(94,425)
-

Corporation tax received
-
438,178

Increase/ (decrease) in amounts owed to related parties
-
(483,015)

Net cash generated from operating activities
(2,303,113)
(3,186,302)

Cash flows from investing activities

Purchase of intangible fixed assets
(868,430)
(1,229,854)

Purchase of tangible fixed assets
(364)
(31,616)

Sale of tangible fixed assets
-
632

Interest received
7
21,883

Net cash from investing activities
(868,787)
(1,238,955)

Cash flows from financing activities

Issue of ordinary shares
-
1,399,999

Other new loans
3,000,000
1,500,000

Shares treated as debt - issued
-
2,100,000

Interest paid
(219,456)
(65,174)

Net cash used in financing activities
2,780,544
4,934,825

Net (decrease)/increase in cash and cash equivalents
(391,356)
509,568

Cash and cash equivalents at beginning of year
2,071,694
1,562,126

Cash and cash equivalents at the end of year
1,680,338
2,071,694


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,680,338
2,071,694


Page 13

 
Northwest EHealth Limited
 

Analysis of Net Debt
For the year ended 31 December 2024




At 1 January 2024
Cash flows
At 31 December 2024
£

£

£

Cash at bank and in hand

2,071,694

(391,356)

1,680,338

Shares treated as debt

(3,300,000)

-

(3,300,000)

Other new loans

(1,500,000)

(3,000,000)

(4,500,000)


(2,728,306)
(3,391,356)
(6,119,662)
Page 14

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

1.


General information

NorthWest EHealth Limited is a private company limited by shares, incorporated in England, registered number 10220482. The address of its registered office and principal place of business is 2nd Floor, Bright Building, Manchester Science Park, Pencroft Way, Manchester, M15 6GZ. The principal activity is that of the provision of healthcare data for clinical trials.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
 

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

Management have prepared forecasts which show the company is able to continue as a going concern for a period of at least 12 months from the date these financial statements have been approved. There are forward facing statements in the document, and the forecasts include material contract values now signed which span over 5 years.
The directors have therefore concluded that it is appropriate to prepare the annual report and financial statements to 31 December 2024 on a going concern basis.

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 15

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.4

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Development expenditure
-
10
years

 
2.5

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
33%
Computer equipment
-
33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.6

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

Page 16

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.7

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.8

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the company's cash management.

 
2.9

Financial instruments

The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

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

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Page 17

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

2.Accounting policies (continued)


2.9
Financial instruments (continued)


Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after the deduction of all its liabilities.

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

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

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

Derecognition of financial assets

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

Derecognition of financial liabilities

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

 
2.10

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 18

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.11

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 
2.12

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.13

Operating leases: the company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.14

Pensions

Some staff are members of the NHS Pension Direction Body. The future liability is the responsibility of the NHS Pension Scheme. As a result, it is not possible to identify the assets and liabilities of the scheme that are attributable to the company. Accordingly, under FRS 102 the scheme is accounted for as if it were a defined contribution scheme.

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

 
2.15

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

 
2.16

Interest income

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

Page 19

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.17

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which is considered 10 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.18

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.


 
2.19

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions. The judgements, estimates and assumptions that have the most significant effect on the carrying value of assets and liabilities of the company are discussed below.
Amortisation of intangible fixed assets
Management of the company exercises significant judgement in estimating the useful life and impairment levels of intangible fixed assets. At 31 December 2024, the carrying value of intangible fixed assets was £4,513,845 (2023: £4,402,097).
Should these estimates vary, the profit or loss and balance sheet of the following years could be impacted.


4.


Turnover

All turnover arose from the company's principal activity wholly undertaken in the UK.

Page 20

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

5.


Exceptional items

2024
2023
£
£


Legal and professional costs
94,163
120,872

Redundancy costs
33,801
226,017

127,964
346,889

Legal and professional costs relate to advisory fees for investments made into Northwest EHealth Limited.


6.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Research & development charged as an expense
1,139,196
1,300,002

Exchange differences
4,173
29,943

Other operating lease rentals
194,889
190,746


7.


Auditors' remuneration

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


2024
2023
£
£

Fees payable to the company's auditors for the audit of the company's financial statements
12,550
12,275

Fees payable to the company's auditors in respect of:

Accounting services
2,550
2,275

Taxation compliance services
2,500
2,150

All taxation advisory services not included above
8,065
3,375

All assurance services not included above
-
1,200
Page 21

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

8.


Employees

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


2024
2023
£
£

Wages and salaries
3,868,150
5,061,394

Social security costs
420,939
564,474

Cost of defined contribution scheme
235,814
277,703

4,524,903
5,903,571


The average monthly number of employees, including directors, during the year was 75 (2023 - 106).


9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
443,726
364,000

Company contributions to defined contribution pension schemes
26,125
24,701

469,851
388,701


During the year retirement benefits were accruing to 1 director (2023 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £176,135 (2023 - £156,750).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £26,125 (2023 - £24,090).


10.


Interest receivable

2024
2023
£
£


Other interest receivable
7
21,883


11.


Interest payable and similar expenses

2024
2023
£
£


Other loan interest payable
219,456
65,174

Page 22

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

12.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
(211,891)
(289,957)

Adjustments in respect of previous periods
-
10,233

Total current tax
(211,891)
(279,724)

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(4,856,265)
(3,248,857)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
(1,214,066)
(764,149)

Effects of:


Non-tax deductible expenses including amortisation
127,064
172,683

Adjustments in respect of previous periods
-
10,233

Movement in deferred tax not recognised
1,087,002
591,466

R&D expenditure credit
(211,891)
(289,957)

Total tax charge for the year
(211,891)
(279,724)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 23

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

13.


Intangible assets




Development expenditure

£



Cost


At 1 January 2024
10,597,852


Additions
40,042


Additions - internal
828,388



At 31 December 2024

11,466,282



Amortisation


At 1 January 2024
6,195,755


Charge for the year on owned assets
749,629


Impairment charge
7,053



At 31 December 2024

6,952,437



Net book value



At 31 December 2024
4,513,845



At 31 December 2023
4,402,097


Intangible assets contain costs in relation to the development of an advanced clinical trial and research platform. The costs are being amortised over 10 years. 


Page 24

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

14.


Tangible fixed assets





Fixtures and fittings
Computer equipment
Total

£
£
£



Cost or valuation


At 1 January 2024
101,468
365,568
467,036


Additions
273
91
364


Disposals
-
(29,191)
(29,191)



At 31 December 2024

101,741
336,468
438,209



Depreciation


At 1 January 2024
100,190
296,963
397,153


Charge for the year on owned assets
659
34,334
34,993


Disposals
-
(8,177)
(8,177)



At 31 December 2024

100,849
323,120
423,969



Net book value



At 31 December 2024
892
13,348
14,240



At 31 December 2023
1,278
68,605
69,883


15.


Debtors

2024
2023
£
£


Trade debtors
111,711
1,171,297

Other debtors
52,734
846,269

Prepayments and accrued income
175,970
255,147

Tax recoverable
501,847
289,957

842,262
2,562,670


Page 25

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

16.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
1,680,338
2,071,694



17.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
1,001,206
1,614,325

Amounts owed to related parties
90,940
185,365

Other taxation and social security
95,764
153,638

Other creditors
43,034
51,606

Accruals and deferred income
789,563
414,567

2,020,507
2,419,501




18.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Other loans
4,500,000
1,500,000

Accruals and deferred income
270,408
282,699

Share capital treated as debt
3,300,000
3,300,000

8,070,408
5,082,699


Disclosure of the terms and conditions attached to the non-equity shares is made in note 20.

Page 26

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

19.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due 2-5 years

Other loans
4,500,000
1,500,000


The other loans consist of convertible loan notes that carry a fixed interest rate of 10%, are unsecured and repayable in 2028.


20.


Share capital

2024
2023
£
£
Shares classified as equity

Allotted, called up and fully paid



13,548,956 (2023 - 13,548,956) AB Ordinary shares of £0.0001 each
1,355
1,355
1,000,000 (2023 - 1,000,000) B Ordinary shares of £0.0001 each
100
100
78,926 (2023 - 78,926) F Ordinary shares of £0.0001 each
8
8
4,803,406 (2023 - 0) Golden shares of £1.0000 each
4,803,406
-
0 (2023 - 4,803,406) Preference shares of £1.0000 each
-
4,803,406

4,804,869

4,804,869

During the year, 4,803,406 Preference Shares were redesignated as Golden Shares. The Golden Shares have preferences on a return of capital but have no voting rights. 
The AB and F Ordinary Shares have voting rights and are eligible for distributions.
The B Ordinary Shares are eligible for distributions but have no voting rights. 
Page 27

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

20.Share capital (continued)

2024
2023
£
£
Shares classified as debt

Allotted, called up and fully paid



3,300,000 (2023 - 3,300,000) AA Ordinary shares of £1.0000 each
3,300,000
3,300,000


The AA Ordinary shares are entitled to a fixed non-cumulative cash dividend at the annual rate of 10% of the issue price, if the company has available profits. The AA Ordinary shares do not carry any voting rights.


21.


Reserves

Share premium account

The share premium reserve comprises amounts paid for shares in excess of nominal value.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.


22.


Share-based payments

At the beginning of the year, the company had 2,329,673 share options outstanding. During the year, an additional 2,684,391 options were granted under the Enterprise Management Incentive (EMI) scheme, with an exercise price of £0.08 per share.
Management has reviewed the potential impact of these share-based payments and concluded that the associated expense is immaterial to the financial statements.

Page 28

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

23.


Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £132,401 (2023: £150,454)
Certain past and present employees are covered by the provisions of two NHS Pension Schemes. Details of the benefits payable and rules of the Schemes can be found on the NHS Pensions website at www.nhsbsa.nhs.uk/pensions. These schemes are unfunded, defined benefit schemes that cover NHS employers, General Practices and other bodies allowed under the direction of the Secretary of State in England and Wales. The schemes are not designed to be run in a way that would enable NHS bodies to identify their share of the underlying scheme assets and liabilities. Therefore, the schemes are accounted for as though they were defined contribution schemes. 
The cost to the company of participating in a scheme is taken as equal to the contributions payable to the scheme for the accounting period. The latest assessment of the liabilities of the scheme is contained in the report of the scheme actuary, which forms part of the annual NHS Pension Scheme Accounts. The purpose of this valuation is to assess the level of liability in respect of the benefits due under the schemes (taking into account recent demographic experience), and to recommend contribution rates payable by employees and employers. 
The Scheme Regulations allow for the level of contribution rates to be changed by the Secretary of State for Health, with the consent of HM Treasury, and consideration of the advice of the Scheme Actuary and employee and employer representatives as deemed appropriate. 
Employers’ contributions of £103,413 
(2023: £126,753) were payable to the NHS Pensions Scheme at the rate of 14.38% of pensionable pay.  
Contributions totalling £43,034 
(2023: £51,606) were payable to the funds at the balance sheet date.


24.


Commitments under operating leases

At 31 December 2024 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
209,337
209,987

Later than 1 year and not later than 5 years
413,832
623,169

623,169
833,156

Page 29

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2024

25.


Related party transactions

Key management are considered to be the directors of the company, this figure is detailed in note 9.
Amounts owed to related parties due within one year detailed in note 17 consist of balances owing to shareholders which totalled £90,940 
(2023: £185,365). These amounts are interest free and repayable on demand. Purchases and recharges in the year from the shareholders totalled £509,372 (2023: £552,375)
Other loans due after more than one year detailed in note 19 consist of convertible loan notes owing to shareholders totalling £4,500,000 
(2023: £1,500,000). The loan notes carry a fixed interest rate of 10%, are unsecured and repayable in 2028.


26.


Controlling party

The company is controlled 45% by Foresight VCT PLC and 45% by Foresight Enterprise VCT PLC. There is no single controlling party. Both entities exert significant influence over the company but do not have sole control.

 
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