ACCOUNTS - Final Accounts

Year ended

31 December

14 months ended

31 December

Registered number: 05436117

HD CLINICAL LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

HD CLINICAL LIMITED

COMPANY INFORMATION

DIRECTORS	M Coull
	P J Arrowsmith (resigned 10 July 2026)
	R Heilig


COMPANY SECRETARY	S E White


REGISTERED NUMBER	05436117


REGISTERED OFFICE	Thremhall Park
	Start Hill
	Bishop's Stortford
	Hertfordshire
	CM22 7WE


INDEPENDENT AUDITORS	Price Bailey LLP
	Chartered Accountants & Statutory Auditors
	Causeway House
	1 Dane Street
	Bishop's Stortford
	Hertfordshire
	CM23 3BT


SOLICITORS	Mills & Reeve LLP
	Botanic House
	100 Hills Road
	Cambridge
	CB2 1PH

HD CLINICAL LIMITED

CONTENTS

	Page
Directors' Report	1 - 2
Independent Auditors' Report	3 - 6
Statement of Comprehensive Income	7
Balance Sheet	8
Statement of Changes in Equity	9
Notes to the Financial Statements	10 - 22

HD CLINICAL 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.

PRINCIPAL ACTIVITY

The principal activity of the company during the year was the development and sale of computer programmes for use in the provision of healthcare services.

DIRECTORS

The Directors who served during the year were:

M Coull

P J Arrowsmith (resigned 10 July 2026)

R Heilig

DIRECTORS' RESPONSIBILITIES STATEMENT

The Directors are responsible for preparing 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 judgments 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 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.

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 auditors, Price Bailey LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 1

HD CLINICAL LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

SMALL COMPANIES NOTE

In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

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

M Coull

Director

Date: 2 October 2026

Page 2

HD CLINICAL LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HD CLINICAL LIMITED

OPINION

We have audited the financial statements of HD Clinical Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, 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 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 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.

Page 3

HD CLINICAL LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HD CLINICAL 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' Report 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 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; or

∙the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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 4

HD CLINICAL LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HD CLINICAL 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:

We gained an understanding of the legal and regulatory framework applicable to the entity and the sector in which it operate and considered the risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations. This included those regulations directly raised to the financial statements, including financial reporting, tax legislation and GDPR, employment law, health and safety and safeguarding.

The risks were discussed with the audit team and we reamined alert and any indications of non-compliance throughout the audit. We carried out specific procedures to address the risks identified. These included the following:

• We reviewed systems and procedures to identify potential areas of management override risk. In
particular, we carried out testing of journal entries and other adjustments for appropriateness, and
evaluated the business rationale of significant transactions to identify large or unusual transactions.
• We reviewed key authorisation procedures and decision making processes for any unusual or one-off
transactions.
• We reviewed minutes of Directors meetings and agreed to the financial statement disclosure to
underlying supporting documentation.
• We have made enquiries of the senior management team including the CFO regarding laws and
regulations applicable to the company and obtained the report details of any breaches where applicable
in order to assess the impact upon the company.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Page 5

HD CLINICAL LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HD CLINICAL LIMITED (CONTINUED)

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.

Richard Vass (Senior Statutory Auditor)

for and on behalf of

Price Bailey LLP

Chartered Accountants

Statutory Auditors

Causeway House

1 Dane Street

Bishop's Stortford

Hertfordshire

CM23 3BT

2 October 2026

Page 6

HD CLINICAL LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	Year ended 31 December	14 months ended 31 December
	2025	2024
Note	£	£


Turnover		3,108,606	3,722,122
Cost of sales		(195,443)	(175,253)
Gross profit		2,913,163	3,546,869
Administrative expenses		(3,781,729)	(4,633,882)
Other operating income		263,479	21,745
Operating loss		(605,087)	(1,065,268)
Interest receivable and similar income		1,015	19,816
Interest payable and similar expenses		(33,699)	(26,551)
Loss before tax		(637,771)	(1,072,003)
Tax on loss	5	(15,527)	258,040
Loss for the financial year		(653,298)	(813,963)

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

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

The notes on pages 10 to 22 form part of these financial statements.

Page 7

HD CLINICAL LIMITED

REGISTERED NUMBER: 05436117

BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	6		93,423		134,944
Tangible assets	7		38,165		53,439
Investments	8		2		2
			131,590		188,385
Current assets
Stocks		72,195		57,289
Debtors: amounts falling due after more than one year	9	63,854		63,854
Debtors: amounts falling due within one year	9	1,395,359		1,079,921
Cash at bank and in hand	10	354,941		429,220
		1,886,349		1,630,284
Creditors: amounts falling due within one year	11	(2,841,313)		(1,991,145)
Net current liabilities			(954,964)		(360,861)
Total assets less current liabilities			(823,374)		(172,476)
Provisions for liabilities
Other provisions	12		(50,200)		(47,800)
Net liabilities			(873,574)		(220,276)

Capital and reserves
Called up share capital	13	2,127,497	2,127,497
Share premium account		779,335	779,335
Profit and loss account		(3,780,406)	(3,127,108)
		(873,574)	(220,276)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

M Coull

Director

Date: 2 October 2026

The notes on pages 10 to 22 form part of these financial statements.

Page 8

HD CLINICAL 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 November 2023	2,109,072	779,335	(2,313,145)	575,262
Comprehensive income for the period
Loss for the period	-	-	(813,963)	(813,963)
Total comprehensive income for the period	-	-	(813,963)	(813,963)
Contributions by and distributions to owners
Shares issued during the period	18,425	-	-	18,425
Total transactions with owners	18,425	-	-	18,425

At 1 January 2025	2,127,497	779,335	(3,127,108)	(220,276)
Comprehensive income for the year
Loss for the year	-	-	(653,298)	(653,298)
Total comprehensive income for the year	-	-	(653,298)	(653,298)
Total transactions with owners	-	-	-	-
At 31 December 2025	2,127,497	779,335	(3,780,406)	(873,574)

The notes on pages 10 to 22 form part of these financial statements.

Page 9

HD CLINICAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	GENERAL INFORMATION

HD Clinical Limited, registration number 05436117, is a company limited by shares incorporated in England and Wales, within the United Kingdom. The Company is registered at Thremhall Park, Start Hill, Bishop's Stortford, CM22 7WE.

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 requirements and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements cover the year ended 31 December 2025 whereas the comparative period covered the 14 month period from 1 November to 31 December 2024. The amounts presented in the financial statements are therefore not entirely comparable with the comparative. The prior accounting period was changed to align with that of the ultimate parent company.

The following principal accounting policies have been applied:

2.2

EXEMPTION FROM PREPARING CONSOLIDATED FINANCIAL STATEMENTS

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

2.3

GOING CONCERN

The company's forecasts and projections along with post balance sheet date cash balances, trading performance and sales pipeline show that the company will be able to operate within the level of its cash resources. The directors have considered that they will have sufficient positive cash flow from recurring maintenance revenues and new product sales to enable the business to continue trading. The company also has available a loan facility from Nexus AG if required to cover short term funding needs. Therefore, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for at least 12 months from the date of approval of the financial statements, thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

2.4

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional and presentational currency is Pounds Sterling.

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.

Page 10

HD CLINICAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.5

REVENUE

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

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.6

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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.7

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.

2.8

INTEREST INCOME

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

Page 11

HD CLINICAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.9

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.10

PENSIONS

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.

2.11

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.

2.12

INTANGIBLE ASSETS

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Comprehensive Income over its useful economic life.

Other 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.

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.

2.13

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.

Page 12

HD CLINICAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.13

TANGIBLE FIXED ASSETS (continued)

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

Depreciation is provided on the following basis:

Motor vehicles	-	25%	Reducing balance
Fixtures and fittings	-	20%	Straight line
Office equipment	-	33%	Straight line
Computer equipment	-	33%	Straight line

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.

2.14

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

2.15

ASSOCIATES AND JOINT VENTURES

Associates and Joint Ventures are held at cost less impairment.

2.16

STOCKS

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is 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.

2.17

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.

2.18

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.

Page 13

HD CLINICAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.19

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.

2.20

PROVISIONS FOR LIABILITIES

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 14

HD CLINICAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.21

FINANCIAL INSTRUMENTS

Basic financial assets

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

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

Impairment of financial assets

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

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

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

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.

Page 15

HD CLINICAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.	JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company's accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considerd to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognied in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying the Company's accounting policies

In the process of applying the Company's accounting policies when preparing the financial statements, the directors made critical judgements in relation to the revenue recognition of product sales. Management was required to consider the stage of completion of long term projects in the context of the detailed criteria for recognition of revenue from the sales of goods and services set out in FRS 102 section 23 Revenue. In particular, management considered whether the significant risks and rewards of ownership of the software were transferred to the customer during the reporting period.

Key sources of estimation uncertainty

A key assumption concerning the future, that may have significant risk of causing a material adjustment to the carrying amounts of assets within the next financial year, is the estimated useful economic life (UEL) of the Company's intangible purchased goodwill asset.

EMPLOYEES

The average monthly number of employees, including directors, during the year was 60 (2024 - 59).

Page 16

HD CLINICAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Corporation tax
Current tax on profits for the year	-	(258,040)
Adjustments in respect of previous periods	15,527	-


	Tax on loss	15,527	(258,040)

Loss on ordinary activities before tax

(637,771)

(1,072,003)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	(159,443)	(268,001)
Effects of:
Non-tax deductible amortisation of goodwill and impairment	10,380	12,110
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	-	12,072
Capital allowances for year/period in excess of depreciation	-	4,217
Adjustments to tax charge in respect of prior periods	15,527	-
Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge	-	45,812
Tax deduction arising from exercise of employee options	-	(64,250)
Unprovided deferred tax	149,063	-
Total tax charge for the year/period	15,527	(258,040)

FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

The Company has carried forward trading losses of £1,885,553 (2024 - £1,192,251) to offset against future trading profits for corporation tax purposes.

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HD CLINICAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

6.	INTANGIBLE ASSETS

		Goodwill
		£
	Cost
	At 1 January 2025	1,967,018
	At 31 December 2025	1,967,018
	Amortisation
	At 1 January 2025	1,832,074
	Charge for the year on owned assets	41,521
	At 31 December 2025	1,873,595
	Net book value
	At 31 December 2025	93,423
	At 31 December 2024	134,944

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HD CLINICAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

7.	TANGIBLE FIXED ASSETS

	Motor vehicles	Office equipment	Computer equipment	Total
	£	£	£	£
Cost or valuation
At 1 January 2025	75,624	35,696	81,003	192,323
Additions	-	304	8,846	9,150
At 31 December 2025	75,624	36,000	89,849	201,473
Depreciation
At 1 January 2025	41,176	34,058	63,650	138,884
Charge for the year on owned assets	8,612	1,349	14,463	24,424
At 31 December 2025	49,788	35,407	78,113	163,308
Net book value
At 31 December 2025	25,836	593	11,736	38,165
At 31 December 2024	34,448	1,638	17,353	53,439

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HD CLINICAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

8.	FIXED ASSET INVESTMENTS

	Investments in subsidiary companies	Investments in associates	Total
	£	£	£
Cost or valuation
At 1 January 2025	1	1	2
At 31 December 2025	1	1	2

9.	DEBTORS
		2025	2024
		£	£

Due after more than one year
Other debtors	63,854	63,854

					2025	2024
					£	£

Due within one year
Trade debtors	273,646	156,929
Amounts owed by group undertakings	180,103	309,458
Other debtors	16,694	696
Prepayments and accrued income	452,702	348,735
Tax recoverable	472,214	264,103
	1,395,359	1,079,921

10.	CASH AND CASH EQUIVALENTS
		2025	2024
		£	£

	Cash at bank and in hand	354,941	429,220

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HD CLINICAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.	CREDITORS: Amounts falling due within one year
		2025	2024
		£	£

Bank loans	-	92,697
Trade creditors	48,280	101,297
Amounts owed to group undertakings	1,459,138	100,368
Other taxation and social security	197,674	204,421
Other creditors	79,991	169,611
Accruals and deferred income	1,056,230	1,322,751
	2,841,313	1,991,145

12.	PROVISIONS

		Provision for dilapidations
		£

	At 1 January 2025	47,800
	Charged to profit or loss	2,400
	At 31 December 2025	50,200

13.	SHARE CAPITAL
		2025	2024
		£	£

Allotted, called up and fully paid

20,430,978 (2024 - 20,430,978) Ordinary shares of £0.10 each	2,043,098	2,043,098
8,439,926 (2024 - 8,439,926) 'A' Ordinary shares of £0.01 each	84,399	84,399

	2,127,497	2,127,497

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HD CLINICAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Land and buildings
Not later than 1 year	199,157	199,783
Later than 1 year and not later than 5 years	547,682	749,187
	746,839	948,970

					2025	2024
					£	£

Other operating leases
Not later than 1 year	48,777	38,898
Later than 1 year and not later than 5 years	38,334	23,120
	87,111	62,018

15.	RELATED PARTY TRANSACTIONS
	The company has taken advantage of the exemption under FRS102 (section 33.1A) not to disclosure transactions with wholly owned group companies.

16.	CONTROLLING PARTY

The Company is a wholly owned subsidiary of Nexus AG, a Company incorporated in Germany. The registered address of Nexus AG is Irmastrasse 1, 78166 Donaueschingen, Germany.

Page 22