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Registered number: 10220482









Northwest EHealth Limited









Annual Report and Financial Statements

For the year ended 31 December 2025

 
Northwest EHealth Limited
 
 
Company Information


Directors
J M Gibson 
J M Wogel 
S Gueorguiev (appointed 6 March 2026)
M Peck (appointed 16 June 2026)




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 - 31

 
Northwest EHealth Limited
 
 
Strategic Report
For the year ended 31 December 2025

Introduction
 
The directors present their strategic report for the year ended 31 December 2025.

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 2025, 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 create persistent and predictable revenues.

The UK market remained constrained, as a new government was elected and began work on a 10-year plan for renovating the NHS, but unfortunately made some decisions around drug pricing and access that were not favourable to the industry. The results of the initial work on the 10-year plan 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 been mixed – positive press releases combined with policy decisions slightly at a tangent, resulting in slightly more complex sales cycles to energise interest in placing clinical research and new studies back into the UK.

In 2025, NWEH was awarded a £40m, 5 year-long project based in Greater Manchester. NWEH began to recognise revenues from set up and initial launch phases of the contract in mid-2025.

For 2025, we further focused 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 access to c. 20m NHS England based patient records has been central to that offer. In addition, signing a groundbreaking partnership with One Advance has given us a broader, more enriched data capability, further enhancing our Connexon platform offer to sponsors.

Page 1

 
Northwest EHealth Limited
 

Strategic Report (continued)
For the year ended 31 December 2025

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.

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 further securing an additional £2m of investment in 2025, of which £1m has been used. The Greater Manchester project also provides steady, predictable trading income at a level that is creating a positive cash and EBITDA position post year-end.

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 2025

Financial key performance indicators
 


2025
2024

Turnover £'000
6,556
1,734

Gross Margin £'000
2,873
(1,014)

EBITDA £'000
(160)
(3,824)

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. 15 week forward facing cashflow forecasts are updated regularly 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: 2 September 2026
Page 3

 
Northwest EHealth Limited
 
 
 
Directors' Report
For the year ended 31 December 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

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 £1,600,130 (2024 - loss £4,644,374).

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

Director

The directors who served during the year was:

J M Gibson 
J M Wogel 
B Clare (resigned 29 July 2026)
D Kumar (resigned 21 May 2026)
S Gueorguiev (resigned 31 October 2025)
J A Livingston (appointed 10 November 2025, resigned 6 March 2026)

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 2025 of £2m and have drawn £1m. 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 2025

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 2025 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.

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: 2 September 2026

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 2025, 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 2025 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 local management, including whether management was aware of any instances of 
non-compliance 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

3 September 2026
Page 9

 
Northwest EHealth Limited
 
 
Statement of Comprehensive Income
For the year ended 31 December 2025

2025
2024
Note
£
£

  

Turnover
 4 
6,555,649
1,733,741

Cost of sales
  
(3,682,253)
(2,748,229)

Gross profit/(loss)
  
2,873,396
(1,014,488)

Administrative expenses
  
(4,002,084)
(3,494,364)

Exceptional administrative expenses
 6 
(100,488)
(127,964)

Other operating income
 5 
209,032
-

Operating loss
 7 
(1,020,144)
(4,636,816)

Interest receivable and similar income
 11 
1,310
7

Interest payable and similar expenses
 12 
(541,580)
(219,456)

Loss before tax
  
(1,560,414)
(4,856,265)

Tax on loss
 13 
(39,716)
211,891

Loss for the financial year
  
(1,600,130)
(4,644,374)

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 15 to 31 form part of these financial statements.
Page 10

 
Northwest EHealth Limited
Registered number: 10220482

Balance Sheet
As at 31 December 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 14 
4,451,634
4,513,845

Tangible assets
 15 
19,919
14,240

  
4,471,553
4,528,085

Current assets
  

Debtors: amounts falling due within one year
 16 
2,337,770
842,262

Cash at bank and in hand
 17 
1,141,241
1,680,338

  
3,479,011
2,522,600

Creditors: amounts falling due within one year
 18 
(3,310,685)
(2,020,507)

Net current assets
  
 
 
168,326
 
 
502,093

Total assets less current liabilities
  
4,639,879
5,030,178

Creditors: amounts falling due after more than one year
 19 
(9,280,239)
(8,070,408)

Net liabilities
  
(4,640,360)
(3,040,230)


Capital and reserves
  

Called up share capital 
 21 
4,804,869
4,804,869

Share premium account
 22 
3,498,636
3,498,636

Profit and loss account
 22 
(12,943,865)
(11,343,735)

  
(4,640,360)
(3,040,230)


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



J M Wogel
Director

Date: 2 September 2026

The notes on pages 15 to 31 form part of these financial statements.

Page 11

 
Northwest EHealth Limited
 

Statement of Changes in Equity
For the year ended 31 December 2025


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

£
£
£
£

At 1 January 2025
4,804,869
3,498,636
(11,343,735)
(3,040,230)


Comprehensive income for the year

Loss for the year
-
-
(1,600,130)
(1,600,130)
Total comprehensive income for the year
-
-
(1,600,130)
(1,600,130)


At 31 December 2025
4,804,869
3,498,636
(12,943,865)
(4,640,360)



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)


The notes on pages 15 to 31 form part of these financial statements.

Page 12

 
Northwest EHealth Limited
 

Statement of Cash Flows
For the year ended 31 December 2025

2025
2024
£
£

Cash flows from operating activities

Loss for the financial year
(1,600,130)
(4,644,374)

Adjustments for:

Amortisation of intangible assets
828,543
749,629

Depreciation of tangible assets
13,268
34,993

Impairments of intangible fixed assets
18,295
7,053

Loss on disposal of tangible assets
-
21,014

Government grants
(209,032)
-

Interest paid
541,580
219,456

Interest received
(1,310)
(7)

Taxation charge
39,716
(211,891)

(Increase)/decrease in debtors
(1,828,039)
1,932,298

Increase/(decrease) in creditors
592,813
(530,190)

Increase/(decrease) in amounts owed to related parties
77,727
(94,425)

Research and development tax credits
502,681
-

Net cash used in from operating activities
(1,023,888)
(2,516,444)

Cash flows from investing activities

Capitalised development expenditure
(784,627)
(868,430)

Purchase of tangible fixed assets
(18,947)
(364)

Interest received
476
7

Net cash from investing activities
(803,098)
(868,787)

Cash flows from financing activities

Other new loans
311,113
-

Interest paid
(23,224)
(6,125)

Amounts received for convertible loan notes
1,000,000
3,000,000

Net cash generated from in financing activities
1,287,889
2,993,875

Net (decrease) in cash and cash equivalents
(539,097)
(391,356)

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

Cash and cash equivalents at the end of year
1,141,241
1,680,338


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,141,241
1,680,338


The notes on pages 15 to 31 form part of these financial statements.

Page 13

 
Northwest EHealth Limited
 

Analysis of Net Debt
For the year ended 31 December 2025




At 1 January 2025
Cash flows
At 31 December 2025
£

£

£

Cash at bank and in hand

1,680,338

(539,097)

1,141,241

Convertible loan notes

(4,500,000)

(1,000,000)

(5,500,000)

Shares treated as debt

(3,300,000)

-

(3,300,000)

Other new loans

-

(311,113)

(311,113)


(6,119,662)
(1,850,210)
(7,969,872)

Page 14

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

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 2025 on a going concern basis.

 
2.3

Revenue

Revenue represents amounts receivable from the provision of clinical trial support, technology services and related consultancy, net of value added tax and any discounts.

Revenue is recognised when control of the promised services transfers to the customer, to the extent that it is probable that the economic benefits associated with the transaction will flow to the company and the amount of revenue can be measured reliably.

Provision of services

The company's contracts primarily relate to the provision of clinical trial support, participant management, technology services and related consultancy. Revenue is recognised over the period in which the services are provided, reflecting the transfer of services to the customer.

Depending on the terms of the individual customer contract, revenue is recognised:

- on a straight-line basis over the contract term where fixed monthly service fees are charged; 
- as participant activity or other chargeable services are performed where contracts are activity-based; or
- upon achievement of specified contractual milestones where revenue is linked to project milestones.

Where consideration is invoiced in advance of the related services being provided, the amounts are recognised as deferred income until the associated performance obligations have been satisfied.

Page 15

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

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 2025

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
Page 17

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

2.Accounting policies (continued)


2.9
Financial instruments (continued)

the profit or loss.

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.

 
2.11

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the statement of comprehensive income in the same period as the related expenditure.

Page 18

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

2.Accounting policies (continued)

 
2.12

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.

 
2.13

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.

 
2.14

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.

 
2.15

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.

 
2.16

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.

 
2.17

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 2025

2.Accounting policies (continued)

 
2.18

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.

 
2.19

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.


 
2.20

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 2025, the carrying value of intangible fixed assets was £4,451,634 (2024: £4,513,845).

Should these estimates vary, the profit or loss and balance sheet of the following years could be impacted.

Page 20

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

Consultancy
617,032
443,092

Clinical delivery
2,861,140
723,151

Technical
3,077,477
567,498

6,555,649
1,733,741


2025
2024
£
£

United Kingdom
423,450
418,319

Rest of Europe
-
5,625

Rest of the world
6,132,199
1,309,797

6,555,649
1,733,741



5.


Other operating income

2025
2024
£
£

R&D expenditure credit
209,032
-

209,032
-



6.


Exceptional items

2025
2024
£
£


Legal and professional costs
51,388
94,163

Redundancy costs
49,100
33,801

100,488
127,964

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

Page 21

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

7.


Operating loss

The operating loss is stated after charging:

2025
2024
£
£

Research & development charged as an expense
1,045,158
1,139,196

Exchange differences
4,926
4,173

Other operating lease rentals
195,789
194,889


8.


Auditors' remuneration

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


2025
2024
£
£

Fees payable to the company's auditors for the audit of the company's financial statements
13,500
12,550

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

Accounting services
2,700
2,550

Taxation compliance services
2,600
2,500

All taxation advisory services not included above
1,775
8,065
Page 22

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

9.


Employees

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


2025
2024
£
£

Wages and salaries
3,876,393
3,868,150

Social security costs
385,740
420,939

Cost of defined contribution scheme
195,043
235,814

4,457,176
4,524,903


The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Operations
32
37



Technical
19
22



Admin
12
9



Executive
8
7

71
75


10.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
401,356
443,726

Company contributions to defined contribution pension schemes
32,067
26,125

433,423
469,851


During the year retirement benefits were accruing to 1 director (2024 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £185,731 (2024 - £176,135).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £32,067 (2024 - £26,125).

Page 23

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

11.


Interest receivable

2025
2024
£
£


Other interest receivable
1,310
7


12.


Interest payable and similar expenses

2025
2024
£
£


Other loan interest payable
541,580
219,456


13.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
39,716
(211,891)

Total current tax
39,716
(211,891)

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Loss on ordinary activities before tax
(1,560,414)
(4,856,265)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(390,104)
(1,214,066)

Effects of:


Non-tax deductible expenses including amortisation
124,047
127,064

Movement in deferred tax not recognised
305,773
1,087,002

R&D expenditure credit
-
(211,891)

Total tax charge for the year
39,716
(211,891)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 24

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

14.


Intangible assets




Development expenditure

£



Cost


At 1 January 2025
11,466,282


Additions
114,078


Additions - internal
670,549



At 31 December 2025

12,250,909



Amortisation


At 1 January 2025
6,952,437


Charge for the year on owned assets
828,543


Impairment charge
18,295



At 31 December 2025

7,799,275



Net book value



At 31 December 2025
4,451,634



At 31 December 2024
4,513,845


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 25

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

15.


Tangible fixed assets


Fixtures and fittings
Computer equipment
Total

£
£
£



Cost or valuation


At 1 January 2025
101,741
336,468
438,209


Additions
4,040
14,907
18,947


Disposals
-
(6,978)
(6,978)



At 31 December 2025

105,781
344,397
450,178



Depreciation


At 1 January 2025
100,849
323,120
423,969


Charge for the year on owned assets
1,005
12,263
13,268


Disposals
-
(6,978)
(6,978)



At 31 December 2025

101,854
328,405
430,259



Net book value



At 31 December 2025
3,927
15,992
19,919



At 31 December 2024
892
13,348
14,240


16.


Debtors

2025
2024
£
£


Trade debtors
876,524
111,711

Other debtors
338,409
52,734

Prepayments and accrued income
953,521
175,970

Tax recoverable
169,316
501,847

2,337,770
842,262



17.


Cash and cash equivalents

2025
2024
£
£

Cash at bank and in hand
1,141,241
1,680,338


Page 26

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

18.


Creditors: Amounts falling due within one year

2025
2024
£
£

Other loans
88,991
-

Trade creditors
854,523
1,001,206

Amounts owed to related parties
168,667
90,940

Other taxation and social security
226,564
95,764

Other creditors
14,657
43,034

Accruals and deferred income
1,957,283
789,563

3,310,685
2,020,507




19.


Creditors: Amounts falling due after more than one year

2025
2024
£
£

Other loans
5,722,122
4,500,000

Accruals and deferred income
258,117
270,408

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

9,280,239
8,070,408


Disclosure of the terms and conditions attached to the non-equity shares is made in note 21.

Page 27

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

20.


Loans


Analysis of the maturity of loans is given below:


2025
2024
£
£

Amounts falling due within one year

Other loans
88,991
-

Amounts falling due 1-2 years

Other loans
106,399
-

Amounts falling due 2-5 years

Other loans
5,615,723
4,500,000

5,811,113
4,500,000


Other loans of £5,500,000 consist of convertible loan notes that carry a fixed interest rate of 10%, are unsecured and repayable in 2028.

Other loans of £311,113 consist of amounts received from a third party lender in advance of receiving the 2025 R&D credit. These are secured by way of a fixed and floating charge over the assets and IP of Northwest EHealth Limited.

Page 28

 
Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

21.


Share capital

2025
2024
£
£
Shares classified as equity

Allotted, called up and fully paid



13,548,956 (2024 - 13,548,956) AB Ordinary shares of £0.0001 each
1,355
1,355
1,000,000 (2024 - 1,000,000) B Ordinary shares of £0.0001 each
100
100
78,926 (2024 - 78,926) F Ordinary shares of £0.0001 each
8
8
4,803,406 (2024 -4,803,406) Golden shares of £1.0000 each
4,803,406
4,803,406

4,804,869

4,804,869

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. 

2025
2024
£
£
Shares classified as debt

Allotted, called up and fully paid



3,300,000 (2024 - 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.


22.


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.


23.


Share-based payments

During the prior year, 2,814,494 options were granted under the Enterprise Management Incentive (EMI) scheme, with an exercise price of £0.08 per share. As at the year end, there were 148,195 unallocated shares.

Management has reviewed the potential impact of these share-based payments and concluded that the associated expense is immaterial to the financial statements.

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Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

24.


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 £141,186 (2024: £132,401)

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 £99,784 
(2024: £103,413) were payable to the NHS Pensions Scheme at the rate of 14.38% of pensionable pay.  

Contributions totalling £14,657 
(2024: £43,034) were payable to the funds at the balance sheet date.


25.


Commitments under operating leases

At 31 December 2025 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£
£


Not later than 1 year
211,086
209,337

Later than 1 year and not later than 5 years
206,946
413,832

418,032
623,169

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Northwest EHealth Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

26.


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 £168,667 
(2024: £90,940). These amounts are interest free and repayable on demand. Purchases and recharges in the year from the shareholders totalled £162,161 (2024: £509,372)

Other loans due after more than one year detailed in note 19 consist of convertible loan notes owing to shareholders totalling £5,500,000 
(2024: £4,500,000). The loan notes carry a fixed interest rate of 10%, are unsecured and repayable in 2028.


27.


Controlling party

The significant shareholders in the company are Foresight VCT PLC and Foresight Enterprise VCT PLC, both owning 45% each of ordinary shares. There is no single controlling party. Both entities exert significant influence over the company but do not have sole control.

 
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