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Registration number: 12608913

Amba Health and Care Limited

Annual Report and Unaudited Financial Statements

for the Year Ended 31 December 2025

 

Amba Health and Care Limited

Contents

Balance Sheet

1

Notes to the Unaudited Financial Statements

2 to 10

 

Amba Health and Care Limited

(Registration number: 12608913)
Balance Sheet as at 31 December 2025

Note

2025
£

2024
£

Fixed assets

 

Tangible assets

5

41,337

9,269

Investments

6

5,086,545

1,587,787

 

5,127,882

1,597,056

Current assets

 

Stocks

7

62,535

96,353

Debtors

8

105,063

586,314

Cash at bank and in hand

 

81,167

227,478

 

248,765

910,145

Creditors: Amounts falling due within one year

9

(2,648,443)

(192,111)

Net current (liabilities)/assets

 

(2,399,678)

718,034

Net assets

 

2,728,204

2,315,090

Capital and reserves

 

Called up share capital

11

338

287

Share premium reserve

9,275,548

7,065,846

Other reserves

12,052

-

Retained earnings

(6,559,734)

(4,751,043)

Shareholders' funds

 

2,728,204

2,315,090

For the financial year ending 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 10 August 2026 and signed on its behalf by:
 

S J Hamilton
Director

   
     
 

Amba Health and Care Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
71-75 Shelton Street
London
Greater London
WC2H 9JQ

These financial statements were authorised for issue by the Board on 10 August 2026.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention.

The financial statements are prepared in sterling, which is the functional and presentational currency of the company, and rounded to the nearest £.

Group accounts not prepared

The company has chosen not to prepare consolidated accounts as it is exempt under section 399 of the Companies Act by being a parent of a small group.

Going concern

The financial statements have been prepared on a going concern basis. As at the date of signing the financial statements, the directors confirm that the company is in a position to meet its liabilities for a period of 12 months and that there are no foreseeable events which may give rise to liabilities which exceeds the company's ability to pay.

 

Amba Health and Care Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and for the provision of services in the ordinary course of the company’s activities. Revenue is shown net of sales/value added tax, returns, rebates and discounts.

The company recognises revenue for the sale of goods when all the following conditions are satisfied:
a) the significant risks and rewards of ownership have been transferred to the buyer;
b) the company retains no continuing involvement or control over the goods;
c) the amount of revenue can be reliably measured;
d) it is probable that future economic benefits will flow to the company; and
e) specific criteria have been met for each of the company's activities.

The company recognises revenue from the provision of services 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:
a) the amount of revenue can be reliably measured;
b) it is probable that future economic benefit will flow to the company;
c) the stage of completion of the contract at the end of the reporting period can be reliably measured; and
d) the costs incurred and the costs to complete the contract can be reliably measured.
 

Finance income and costs policy

Interest income and expenses are recognised using the effective interest rate method.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tangible assets

Tangible assets are stated in the Balance Sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Plant and machinery

Straight line over 1 - 5 years

Fixtures and fittings

Straight line over 2 - 3 years

Computer equipment

Straight line over 2 - 4 years

 

Amba Health and Care Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Development costs

Research expenditure and development costs are written off against profits in the year in which they are incurred.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

Straight line over 3 years

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

 

Amba Health and Care Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

Amba Health and Care Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

Share based payments

The cost of equity-settled transactions with employees is measured by reference to the fair value at
the date on which they are granted and is recognised as an expense over the vesting period, which
ends on the date on which the relevant employees become fully entitled to the award. Fair value is
determined using an appropriate pricing model. In valuing equity-settled transactions, no account is
taken of any vesting conditions other than conditions linked to the price of the shares of the company
(market conditions).

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is
conditional upon a market condition, which are treated as vesting irrespective of whether or not the
market condition is satisfied, provided that all other performance conditions are satisfied.

At each balance sheet date before vesting, the cumulative expense is calculated, representing the
extent to which the vesting period has expired and managements best estimate of the achievement or
otherwise of non-market conditions and of the number of equity instruments that will ultimately vest or,
in the case of an instrument subject to a market condition, be treated as vesting as described above.
The movement in cumulative expense since the previous balance sheet date is recognised in the
profit and loss account, with a corresponding entry in equity.

Where the terms of an equity-settled award are modified or a new award is designated as replacing a
cancelled or settled award, the cost based on the original award terms continues to be recognised
over the original vesting period. In addition, an expense is recognised over the remainder of the new
vesting period for the incremental fair value of any modification, based on the difference between the
fair value of the original award and the fair value of the modified award, both as measured on the date
of modification. No reduction is recognised if this difference is negative.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation,
and any cost not yet recognised in the income statement for the award is expensed immediately. Any
compensation paid up to the fair value of the award at the cancellation or settlement date is deducted
from equity, with any excess over fair value being treated as an expense in the profit and loss
account.

3

Staff numbers

The average number of persons employed by the company (including directors) during the year was 15 (2024 - 17).

 

Amba Health and Care Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

4

Intangible assets

Goodwill
 £

Total
£

Cost

At 1 January 2025

213,940

213,940

At 31 December 2025

213,940

213,940

Amortisation

At 1 January 2025

213,940

213,940

At 31 December 2025

213,940

213,940

Carrying amount

At 31 December 2025

-

-

5

Tangible assets

Plant and machinery
£

Fixtures & fittings
£

Computer equipment
£

Total
£

Cost

At 1 January 2025

2,999

462

30,337

33,798

Additions

96,155

-

-

96,155

At 31 December 2025

99,154

462

30,337

129,953

Depreciation

At 1 January 2025

2,676

368

21,485

24,529

Charge for the year

58,289

94

5,704

64,087

At 31 December 2025

60,965

462

27,189

88,616

Carrying amount

At 31 December 2025

38,189

-

3,148

41,337

At 31 December 2024

323

94

8,852

9,269

 

Amba Health and Care Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

6

Investments

2025
£

2024
£

Investments in subsidiaries

5,086,545

1,587,787

Subsidiaries

£

Cost or valuation

At 1 January 2025

1,587,787

Additions

3,498,758

At 31 December 2025

5,086,545

Carrying amount

At 31 December 2025

5,086,545

At 31 December 2024

1,587,787

7

Stocks

2025
£

2024
£

Other inventories

62,535

96,353

8

Debtors

Note

2025
£

2024
£

Trade debtors

 

18,619

4,935

Amounts owed by related parties

13

-

500,431

Other debtors

 

30,342

24,000

Prepayments

 

56,102

56,948

 

105,063

586,314

 

Amba Health and Care Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

9

Creditors

Due within one year

Note

2025
£

2024
£

 

Loans and borrowings

10

2,436,228

-

Trade creditors

 

62,943

19,917

Amounts due to related parties

13

50,388

121,483

Social security and other taxes

 

74,152

37,974

Other creditors

 

5,738

6,662

Accruals

 

18,994

6,075

 

2,648,443

192,111

10

Loans and borrowings

Current loans and borrowings

Note

2025
£

2024
£

Other borrowings

13

2,436,228

-

11

Share capital

Allotted, called up and fully paid shares

2025

2024

No.

£

No.

£

Ordinary of £0.0001 each

2,378,824

238

1,872,000

187

Ordinary A of £0.0001 each

1,000,000

100

1,000,000

100

3,378,824

338

2,872,000

287

12

Financial commitments, guarantees and contingencies

Amounts not provided for in the balance sheet

The total amount of financial commitments not included in the balance sheet is £Nil (2024 - £9,938).

Amounts disclosed in the balance sheet

Included in the balance sheet are outstanding pension liabilities of £5,632 (2024 - £6,077).

 

Amba Health and Care Limited

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2025

13

Related party transactions

Summary of transactions with other related parties

Other related parties are comprised of shareholders of the company.

Loans to related parties

2025

Other related parties
£

Total
£

At start of period

500,431

500,431

Repaid

(500,431)

(500,431)

At end of period

-

-

2024

Other related parties
£

Total
£

Advanced

500,431

500,431

At end of period

500,431

500,431

Terms of loans to related parties

Amounts due from other related parties are interest free and repayable on demand.

Loans from related parties

2025

Key management
£

Other related parties
£

Total
£

At start of period

121,483

-

121,483

Advanced

-

2,436,228

2,436,228

Repaid

(71,095)

-

(71,095)

At end of period

50,388

2,436,228

2,486,616

2024

Key management
£

Other related parties
£

Total
£

At start of period

377,962

1,892,646

2,270,608

Advanced

50,375

-

50,375

Repaid

(306,854)

(1,892,646)

(2,199,500)

At end of period

121,483

-

121,483

Terms of loans from related parties

Amounts due to key management are interest free and repayable on demand.
 Amounts due to other related parties are repayable on demand and bear interest at rates ranging from 4% to 5% per annum