REGISTERED NUMBER: 13901393 (England and Wales)

SUMMER BIDCO LIMITED

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Page

Company Information

1

Report of the Directors

2

Independent Auditors' Report

4

Statement of Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

Directors:

J P G Wigg

J O A Dibb

Registered office:

Cassini Court

Randalls Way

Leatherhead

Surrey

KT22 7TW

Registered number:

13901393 (England and Wales)

Auditors:

Blick Rothenberg Audit LLP

Chartered Accountants

Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

Principal activity

The principal activity of the company in the year under review was that of a holding company of Datapharm Limited and the provision of management services.

Dividends

No dividends will be distributed for the year ended 31 December 2024.

Directors

J P G Wigg has held office during the whole of the period from 1 January 2024 to the date of this report.

Other changes in directors holding office are as follows:

P D Facchino - resigned 1 July 2024

J O A Dibb was appointed as a director after 31 December 2024 but prior to the date of this report.

R Cooper ceased to be a director after 31 December 2024 but prior to the date of this report.

Statement of directors' responsibilities

The directors are responsible for preparing the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

On behalf of the board:

J O A Dibb - Director

29 September 2025

Opinion

We have audited the financial statements of Summer Bidco Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the 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 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.

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 auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page two, 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 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.

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:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with the directors and other management, and from our commercial knowledge and experience of the company's sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested a sample of journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance; and

- enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or 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 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Nicholas Winters (Senior Statutory Auditor)

for and on behalf of Blick Rothenberg Audit LLP

Chartered Accountants

Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH

29 September 2025

TURNOVER

4

1,968,901

1,384,715

Administrative expenses

(1,834,812

)

(1,746,751

)

OPERATING PROFIT/(LOSS)

134,089

(362,036

)

Income from shares in group undertakings

1,575,000

2,095,105

Interest receivable and similar income

6

345,920

164,885

2,055,009

1,897,954

Interest payable and similar expenses

7

(11,468,740

)

(10,486,382

)

LOSS BEFORE TAXATION

(9,413,731

)

(8,588,428

)

Tax on loss

8

2,737,610

2,461,724

LOSS FOR THE FINANCIAL YEAR

(6,676,121

)

(6,126,704

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(6,676,121

)

(6,126,704

)

FIXED ASSETS

Investments

9

79,601,738

79,601,738

CURRENT ASSETS

Debtors

10

762,868

4,363,682

Cash at bank

260,135

348,032

1,023,003

4,711,714

CREDITORS

Amounts falling due within one year

11

(1,446,106

)

(2,031,025

)

NET CURRENT (LIABILITIES)/ASSETS

(423,103

)

2,680,689

TOTAL ASSETS LESS CURRENT LIABILITIES

79,178,635

82,282,427

CREDITORS

Amounts falling due after more than one year

12

(98,999,437

)

(95,427,108

)

NET LIABILITIES

(19,820,802

)

(13,144,681

)

CAPITAL AND RESERVES

Called up share capital

13

2

2

Retained earnings

14

(19,820,804

)

(13,144,683

)

SHAREHOLDERS' FUNDS

(19,820,802

)

(13,144,681

)

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

J O A Dibb - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

2

(7,017,979

)

(7,017,977

)

Changes in equity

Total comprehensive income

-

(6,126,704

)

(6,126,704

)

Balance at 31 December 2023

2

(13,144,683

)

(13,144,681

)

Changes in equity

Total comprehensive income

-

(6,676,121

)

(6,676,121

)

Balance at 31 December 2024

2

(19,820,804

)

(19,820,802

)

1.	STATUTORY INFORMATION

Summer Bidco Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements are prepared under the historical cost convention and modified to include certain items at fair value as explained further below.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Going concern

The directors have considered post year end trading, financial results and cash reserves and after making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence and will continue to meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements are approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Turnover

Turnover is measured at the fair value of the consideration receivable for the sale of services in the ordinary course of the business, excluding discounts and value added tax. Where the company enters a contract for the provision of services which extend over a period of time, turnover is recognised in the period in which services are provided in accordance with the stage of completion of the transaction.

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment, where applicable.

Financial instruments

Financial instruments are classified by the directors as basic or other following the conditions in FRS 102 Section 11. Basic financial instruments are recognised at amortised cost. The company has no other financial instruments.

Debtors are recognised at transaction price less impairment if applicable.

Cash at bank and in hand comprises of cash that is readily available for use within the business and is held at financial institutions or as cash in hand.

Creditors are measured and carried forward at the transaction price.

Taxation

Taxation for the year comprises current and deferred tax. Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the pension scheme are charged to profit or loss in the period to which they relate.

3.	SIGNIFICANT JUDGEMENTS AND ESTIMATES

The preparation of the financial statements requires management to make judgements, estimates and assumptions in the application of accounting policies that affect reported amounts of assets, liabilities and profit and loss. In preparing these financial statements, management have made the following key judgements and estimates which are significant to the financial statements.

Deferred tax

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

4.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2024

2023

£

£

Management services

1,968,901

1,384,715

1,968,901

1,384,715

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United Kingdom

1,968,901

1,384,715

1,968,901

1,384,715

5.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

1,404,892

947,210

Social security costs

185,460

116,526

Other pension costs

83,382

78,588

1,673,734

1,142,324

The average number of employees during the year was as follows:

2024

2023

Management

4

2

Directors

3

3

7

5

2024

2023

£

£

Directors' remuneration

568,567

702,602

Directors' pension contributions to money purchase schemes

23,484

57,644

Information regarding the highest paid director is as follows:

2024

2023

£

£

Emoluments etc

356,370

299,010

Pension contributions to money purchase schemes

23,484

-

6.

INTEREST RECEIVABLE AND SIMILAR INCOME

2024

2023

£

£

Group undertakings loan

interest

345,920

164,885

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Group undertakings loan interest

11,468,643

10,486,382

Other interest payable

97

-

11,468,740

10,486,382

8.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

(2,737,610

)

(2,461,724

)

Tax on loss

(2,737,610

)

(2,461,724

)

UK corporation tax has been charged at 25% (2023 - 23.52%).

Reconciliation of total tax credit included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Loss before tax

(9,413,731

)

(8,588,428

)

Loss multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.521%)

(2,353,433

)

(2,020,084

)

Effects of:

Expenses not deductible for tax purposes

-

51,140

Income not taxable for tax purposes

(393,750

)

(492,780

)

Deferred tax not provided

9,573

-

Total tax credit

(2,737,610

)

(2,461,724

)

The company has corporation tax losses carried forward as at 31 December 2024 of £461,700 (2023: £423,407), resulting in a deferred tax asset of £115,425 (2023: £105,852). This deferred tax asset has not been recognised on the basis that the group is forecasted to generate sufficient tax losses to relieve any future taxable profits and therefore the tax losses brought forward are not expected to be utilised.

9.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

Cost

At 1 January 2024

and 31 December 2024

79,601,738

Net book value

At 31 December 2024

79,601,738

At 31 December 2023

79,601,738

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Datapharm Limited

Registered office: Cassini Court, Randalls Way, Leatherhead, Surrey, KT22 7TW

Nature of business: Healthcare software solutions

%

Class of shares:

holding

Ordinary

100.00

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed by group undertakings

762,868

4,000,653

Prepayments and accrued income

-

363,029

762,868

4,363,682

The amounts owed by group undertakings are subject to 12% interest per annum and repayable on demand.

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

11,741

12,428

Amounts owed to group undertakings

1,114,360

1,762,053

Social security and other taxes

302,006

46,022

Accruals and deferred income

17,999

210,522

1,446,106

2,031,025

The above amounts owed to group undertakings are interest free and repayable on demand.

12.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

98,999,437

95,427,108

The above amounts owed to group undertakings are subject to an arm's length market rate of interest and are repayable in the year ending 31 December 2029.

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

2

Ordinary

£1

2

2

The Ordinary shares carry full voting rights and full rights to dividends and any other distributions including any distribution on winding up.

14.

RESERVES

Retained

earnings

£

At 1 January 2024

(13,144,683

)

Deficit for the year

(6,676,121

)

At 31 December 2024

(19,820,804

)

15.	ULTIMATE PARENT COMPANY

16.	RELATED PARTY DISCLOSURES

The company has taken advantage of the exemption contained in Financial Reporting Standard 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.

17.	ULTIMATE CONTROLLING PARTY