Registered number: 15300657
For the Year Ended 31 December 2025
Company Information
Contents
Strategic Report
For the Year Ended 31 December 2025
Bionical Health Limited (“the Company”) is part of Bionical Health Group Limited and is a leading independent, clinically led provider of patient support and clinical homecare services in the UK. Our purpose is to accelerate the adoption of innovative and best value medicines and home-based therapies within the NHS. We partner with pharmaceutical and medical technology companies to deliver nurse-led services in patients’ homes and in the community, covering treatment initiation and administration, patient training and ongoing adherence support. In doing so we help patients start and stay on the right therapy, give our partners measurable outcomes and release capacity in NHS hospital settings.
The directors present their report and the financial statements of the Company for the year ended 31 December 2025. The comparative figures cover the period from incorporation on 21 November 2023 to 31 December 2024, during which the Company traded for five months only, following the hive down of the health outcomes business on 1 August 2024. The year ended 31 December 2025 is the Company’s first full twelve month trading period and the two periods are therefore not directly comparable.
The directors present their report and the financial statements of the Company for the year ended 31 December 2025. The comparative figures cover the period from incorporation on 21 November 2023 to 31 December 2024, during which the Company traded for five months only, following the hive down of the health outcomes business on 1 August 2024. The year ended 31 December 2025 is the Company’s first full twelve month trading period and the two periods are therefore not directly comparable.
2025 was a year of decisive transformation. In its first full year of trading following the hive down, the Company rebuilt the operating foundations of the business so that it can grow profitably and at scale. Two programmes were central to this: the implementation of a new technology platform and the move to a unified national nursing model.
The Company specified, procured and implemented a new patient management and nurse scheduling platform, replacing the arrangements inherited at the point of hive down. For the first time the patient record, referral management, visit scheduling, nurse capacity and clinical activity capture sit on a single system. The platform gives the Company real-time visibility of capacity and demand across its national footprint, provides the reporting our partners require to evidence service levels and patient outcomes, and creates the data foundation for further digitally enabled services.
Two customer contracts concluded during the year. Rather than reduce the nursing establishment in proportion to the lost activity, the directors used this as the catalyst to replace the contract aligned deployment model, under which each nurse was assigned to a single customer contract and capacity could not be shared between contracts. Under the unified model implemented in the second half of the year, nurses are deployed dynamically across multiple contracts on the basis of geography, clinical competency and patient need, and the nursing workforce is managed and scheduled as a single national resource. The model is designed to raise nurse utilisation, improve continuity and resilience of care for patients, and allow new programmes to be mobilised quickly using existing credentialed capacity.
The benefit is already visible in the second half results. Following the conclusion of the two contracts, turnover reduced by 36%, from £11,711k in the first half to £7,494k in the second. Over the same period gross profit before exceptional items was substantially maintained, at £2,438k and £2,387k respectively, and gross margin on this basis improved from 20.8% to 31.9% of turnover. Cost of sales before exceptional items fell by 45%, materially more than the reduction in activity. The Company therefore exited 2025 generating a comparable level of gross profit from a smaller revenue base and a structurally leaner cost base, which provides a strong platform for profitable growth.
The Company specified, procured and implemented a new patient management and nurse scheduling platform, replacing the arrangements inherited at the point of hive down. For the first time the patient record, referral management, visit scheduling, nurse capacity and clinical activity capture sit on a single system. The platform gives the Company real-time visibility of capacity and demand across its national footprint, provides the reporting our partners require to evidence service levels and patient outcomes, and creates the data foundation for further digitally enabled services.
Two customer contracts concluded during the year. Rather than reduce the nursing establishment in proportion to the lost activity, the directors used this as the catalyst to replace the contract aligned deployment model, under which each nurse was assigned to a single customer contract and capacity could not be shared between contracts. Under the unified model implemented in the second half of the year, nurses are deployed dynamically across multiple contracts on the basis of geography, clinical competency and patient need, and the nursing workforce is managed and scheduled as a single national resource. The model is designed to raise nurse utilisation, improve continuity and resilience of care for patients, and allow new programmes to be mobilised quickly using existing credentialed capacity.
The benefit is already visible in the second half results. Following the conclusion of the two contracts, turnover reduced by 36%, from £11,711k in the first half to £7,494k in the second. Over the same period gross profit before exceptional items was substantially maintained, at £2,438k and £2,387k respectively, and gross margin on this basis improved from 20.8% to 31.9% of turnover. Cost of sales before exceptional items fell by 45%, materially more than the reduction in activity. The Company therefore exited 2025 generating a comparable level of gross profit from a smaller revenue base and a structurally leaner cost base, which provides a strong platform for profitable growth.
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Strategic Report (continued)
For the Year Ended 31 December 2025
For the year as a whole, turnover was £19,205k (2024: £9,738k for five months of trading). Gross profit before exceptional items was £4,825k, representing 25.1% of turnover against 19.4% in the prior period; after exceptional costs of £1,797k charged to cost of sales, gross profit as reported in the financial statements was £3,028k (15.8% of turnover). Adjusted EBITDA improved to £443k, from a loss of £36k in the prior period. The statutory operating loss was £2,070k and the loss before tax was £2,536k, stated after total exceptional costs of £2,478k relating to the transformation and restructuring programmes described above, which the directors do not expect to recur at this level, and loan interest of £474k.
The Company had net liabilities of £2,809k at the year end (2024: £252k), the movement being accounted for in full by the loss for the year of £2,557k, which was driven principally by the transformation costs described above. Cash at bank and in hand was £81k. In January 2025 the Company entered into a receivables based credit facility, which was drawn to £1,002k at the balance sheet date and is secured against the Company’s trade receivables. In early 2026 this facility was replaced by a £3.0m invoice finance facility with HSBC UK. The directors’ management of liquidity is set out under principal risks and uncertainties below, and their assessment of going concern is set out in note 2.3 to the financial statements.
Our market and opportunity
The Company operates in an attractive and structurally growing market. Demand for high quality, nurse-led care delivered at home is being driven by several long-term trends which play directly to the Company’s strengths:
The Company had net liabilities of £2,809k at the year end (2024: £252k), the movement being accounted for in full by the loss for the year of £2,557k, which was driven principally by the transformation costs described above. Cash at bank and in hand was £81k. In January 2025 the Company entered into a receivables based credit facility, which was drawn to £1,002k at the balance sheet date and is secured against the Company’s trade receivables. In early 2026 this facility was replaced by a £3.0m invoice finance facility with HSBC UK. The directors’ management of liquidity is set out under principal risks and uncertainties below, and their assessment of going concern is set out in note 2.3 to the financial statements.
Our market and opportunity
The Company operates in an attractive and structurally growing market. Demand for high quality, nurse-led care delivered at home is being driven by several long-term trends which play directly to the Company’s strengths:
∙A clear NHS policy direction. The 10 Year Health Plan for England, published in July 2025, commits the NHS to shifting care from hospital to community and from analogue to digital. Services that initiate, administer and monitor treatment in patients’ homes are closely aligned with this direction and release scarce hospital outpatient and day case capacity.
∙A growing pipeline of specialist medicines. New specialist medicines, many of them self-administered or delivered at home, continue to launch across immunology, dermatology and other therapy areas. Manufacturers increasingly look to experienced specialist partners to support initiation, training and adherence so that patients gain the full benefit of treatment.
∙Biosimilars and best value medicines. As further high-cost biologic medicines lose exclusivity, the NHS continues to prioritise rapid adoption of best value biosimilars. Successful switching depends on patient confidence and practical support, an area in which the Company has deep and long-standing experience.
∙Home-based therapies beyond medicines. The Company’s services extend to medical technology partners, and the growing emphasis on home-based care, including in renal and other long-term conditions, represents a significant opportunity for further growth.
∙Demand for evidence of real-world value. Manufacturers are under increasing pressure to demonstrate outcomes and value to NHS decision makers, creating demand for partners that can deliver measurable adherence and outcomes data alongside clinical care.
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Strategic Report (continued)
For the Year Ended 31 December 2025
The Company is well positioned to capture this opportunity. It combines a registered nursing workforce with national reach, a robust clinical governance framework, long-standing relationships with leading pharmaceutical and medical technology companies and, following the changes made in 2025, a scalable operating model supported by a modern technology platform. As an independent, asset-light provider, the Company can partner flexibly with manufacturers and the NHS alongside existing homecare and dispensing arrangements.
Strategy and outlook
The Company’s strategy is to convert the improved unit economics delivered in 2025 into sustainable, profitable growth. It has four priorities:
Strategy and outlook
The Company’s strategy is to convert the improved unit economics delivered in 2025 into sustainable, profitable growth. It has four priorities:
∙Grow contracted volume. Win new programmes that can be served from the existing national nursing footprint, so that incremental revenue carries a high contribution and does not require proportionate expansion of the cost base.
∙Deepen existing partnerships. Extend services with existing partners into new therapy areas, indications and larger patient populations, including scaling home-based services where NHS policy is supportive.
∙Digitally enabled patient support. Build on the new platform to develop digitally enabled services which extend the reach of our nursing teams, improve the patient experience and generate the outcomes data our partners and the NHS require.
∙Operational excellence and cash discipline. Continue to improve nurse productivity and utilisation, maintain tight control of overheads and working capital, and strengthen the Company’s funding position.
The directors enter 2026 with a fundamentally different business from the one the Company carried into 2025: a flexible national nursing workforce, a modern technology platform and a cost base that no longer needs to grow in proportion to revenue. The strategic restructure was completed at the start of 2026, completing the move to a clinically skilled, flexible, nurse-led offering. The Company has since extended its services with existing customers and secured new programmes with new and existing partners. The Company’s shareholder provided support to complete the strategic restructure and has confirmed the availability of further facilities to support the business through the next phase of its development. The directors believe the Company is well placed to benefit from the significant opportunities in its market.
The Board has overall responsibility for risk management. The Company operates a structured risk management process under which risks are identified, assessed for likelihood and potential impact, assigned an accountable owner and reviewed regularly by the executive team and the Board. The principal risks and uncertainties, together with the actions the directors are taking to manage them, are set out below.
∙Liquidity and funding. The Company ended the year with net liabilities and limited cash headroom, reflecting the one-off costs of the 2025 transformation. It relies on its receivables based financing facility, on the timely collection of trade receivables and on the continued support of its shareholder and wider group, to which amounts of £3,742k were owed at the year end. The directors manage this risk actively: liquidity is monitored through rolling short term cash flow forecasts reviewed by management and reported to the Board, supported by a longer term monthly cash flow model; working capital and cash collection are tightly controlled; and the directors maintain regular dialogue with the Company’s lender and shareholder on funding requirements. The directors’ going concern assessment is set out in note 2.3 to the financial statements.
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Strategic Report (continued)
For the Year Ended 31 December 2025
∙Customer concentration and contract renewal. A significant proportion of turnover derives from a small number of long-term partner contracts, and the conclusion of two contracts in 2025 demonstrated the sensitivity of results to individual contract outcomes. The unified nursing model materially reduces the cost impact of any contract loss because of the ability to easily redeploy nursing resources . Each key partnership is led at senior level with structured joint governance, renewal and retendering milestones are tracked through the monthly reporting cycle, and the commercial strategy is focused on broadening the customer base across partners and therapy areas.
∙Technology and data. The new platform is now central to service delivery, which brings risks relating to system availability, data security, data migration, workforce adoption and reliance on a single supplier. Implementation was governed by formal change control with defined acceptance criteria and a documented rollback position at each stage. Supplier performance is managed under contract, business continuity arrangements are in place, and information governance is maintained in line with UK data protection legislation.
∙Employment costs and pricing. Labour is the largest component of the cost base, so the Company’s principal price risk is pay inflation and changes to statutory employment costs, including the increase in employer National Insurance contributions from April 2025, which is reflected in these results. Pay is set with reference to external benchmarking under Board oversight, cost escalation mechanisms are included in customer contracts wherever possible, and the productivity gains from the unified model help to offset the impact of cost inflation.
∙People and clinical workforce. Delivery depends on the ability to recruit, credential and retain registered nurses in a competitive labour market. The unified model increases flexibility but widens the range of training and competencies each nurse must maintain. The Company mitigates this through recruitment planning aligned to contracted demand, a structured multi-contract credentialing programme, and the more varied clinical role and flexible working that the unified model offers nurses. Retention, clinical supervision and training compliance are monitored through the clinical governance framework and reported to the Board.
∙Clinical quality and regulatory compliance. As a provider of clinical care in patients’ homes, the Company must maintain high standards of patient safety and comply with the requirements of healthcare regulation, pharmaceutical industry codes and pharmacovigilance obligations agreed with each partner. These are managed through the Company’s clinical governance framework, led by the Company’s senior clinical leadership, which includes incident reporting and learning, clinical audit, and adverse event reporting procedures agreed with each partner.
∙Market and customer dynamics. Demand for the Company’s services is influenced by manufacturers’ launch and investment decisions, NHS commissioning and procurement policy, and wider economic conditions including inflation and interest rates. The Company monitors market, policy and pipeline developments continuously, maintains a pipeline of opportunities across therapy areas, and its flexible operating model allows capacity to be matched to demand.
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Strategic Report (continued)
For the Year Ended 31 December 2025
The Company uses a number of financial measures to monitor progress against strategy and corporate objectives. These are summarised below. The 2024 comparative period covers five months of trading and is not directly comparable.
Adjusted EBITDA is defined as the operating result before exceptional items, adding back depreciation and amortisation, and is derived directly from the financial statements. The statutory operating loss was £2,070k (2024: £53k). The 2024 comparative for Adjusted EBITDA is presented on this basis, which differs from the basis used in the prior period’s report. Cost of sales includes £1,797k and administrative expenses £681k of costs classified as exceptional, totalling £2,478k, relating principally to the transformation and restructuring programmes described in the business review.
Adjusted EBITDA is defined as the operating result before exceptional items, adding back depreciation and amortisation, and is derived directly from the financial statements. The statutory operating loss was £2,070k (2024: £53k). The 2024 comparative for Adjusted EBITDA is presented on this basis, which differs from the basis used in the prior period’s report. Cost of sales includes £1,797k and administrative expenses £681k of costs classified as exceptional, totalling £2,478k, relating principally to the transformation and restructuring programmes described in the business review.
This report was approved by the board on 29 September 2026 and signed on its behalf.
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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.
The principal activity of the Company is the provision of healthcare support services, including patient support programmes, clinical services, healthcare practitioner engagement, recruitment services and digital healthcare solutions.
The loss for the year, after taxation, amounted to £2,557,354 (2024 - loss £252,144).
The directors who served during the year were:
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
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 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.
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Directors' Report (continued)
For the Year Ended 31 December 2025
The directors have prepared the financial statements on a going concern basis, having assessed the Company's forecast trading performance, liquidity requirements and funding position for a period of at least twelve months from the date of approval of these financial statements.
Based upon their review, the directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.
Based upon their review, the directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.
An indication of likely future developments in the business and particulars of significant events which have occurred since the end of the financial period have been included within the Business Review and Key Performance Indicators section of the Strategic Report on page 4.
The Company has chosen, in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Director's Report) Regulations 2013 to set out in the Company's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.
The Company remains committed to long-term strategic growth. Following the successful hive-down of the Health Outcomes business to Bionical Health Ltd, the subsidiary will now concentrate its expansion efforts on delivering healthcare practitioner-led services both domestically and internationally.
The Company has chosen, in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Director's Report) Regulations 2013 to set out in the Company's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.
The Company remains committed to long-term strategic growth. Following the successful hive-down of the Health Outcomes business to Bionical Health Ltd, the subsidiary will now concentrate its expansion efforts on delivering healthcare practitioner-led services both domestically and internationally.
In early 2026 the Company entered into a £3.0m invoice finance facility with HSBC UK, replacing the receivables based credit facility entered into in January 2025. There were no other significant events affecting the Company since the year end.
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Directors' Report (continued)
For the Year Ended 31 December 2025
Subsequent to the year end, Forvis Mazars LLP resigned as the Company's auditors. Dains Audit Limited were appointed to fill the resulting vacancy.
The auditor, Dains Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 29 September 2026 and signed on its behalf.
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Independent Auditor's Report to the Members of Bionical Health Limited
We have audited the financial statements of Bionical Health Limited (the 'Company') for the year ended 31 December 2025, which comprise the Profit and Loss Account, 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 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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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Independent Auditor's Report to the Members of Bionical Health Limited (continued)
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.
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.
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 Auditor's 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.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
∙the senior statutory auditor ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
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Independent Auditor's Report to the Members of Bionical Health Limited (continued)
∙we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the health sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the financial reporting legislation, Companies Act 2006, taxation legislation, anti-bribery, employment, and environmental and health and safety legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 3 were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙reading the minutes of meetings of those charged with governance;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with HMRC, relevant regulators and the Company’s legal advisors.
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 Auditor's Report.
The financial statements of the company for the period ended 31 December 2024 were audited by Forvis Mazars LLP, who expressed an unmodified opinion on these financial statements on 20 August 2025.
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Independent Auditor's Report to the Members of Bionical Health Limited (continued)
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 Auditor's 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.
for and on behalf of
Statutory Auditor
Chartered Accountants
Chartered Accountants
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Profit and Loss Account
For the Year Ended 31 December 2025
Page 13
Statement of Comprehensive Income
For the Year Ended 31 December 2025
Page 14
Balance Sheet
As at 31 December 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2026 .
The notes on pages 17 to 34 form part of these financial statements.
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Statement of Changes in Equity
For the Year Ended 31 December 2025
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Notes to the Financial Statements
For the Year Ended 31 December 2025
Bionical Health Limited is a private Company, limited by shares, incorporated in the United Kingdom and registered in England and Wales under the Companies Act. The registered number is 15300657 and the address of the registered office is The Piazza, Mercia Marina, Findern Lane, Willington, Derbyshire, DE65 6DW.
The principal activity of the Company is the provision of healthcare support services, including patient support programmes, clinical services, healthcare practitioner engagement, recruitment services and digital healthcare solutions.
The principal activity of the Company is the provision of healthcare support services, including patient support programmes, clinical services, healthcare practitioner engagement, recruitment services and digital healthcare solutions.
2.Accounting policies
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:
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:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Bionical Health Group Limited as at 31 December 2025 and these financial statements may be obtained from The Piazza, Mercia Marina, Findern Lane, Willington, Derbyshire, DE65 6DW.
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Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
The directors have prepared the financial statements on a going concern basis, having assessed the Company's forecast trading performance, liquidity requirements and funding position for a period of at least twelve months from the date of approval of these financial statements.
During the year, the Company reported a loss and, as at the balance sheet date, the Company was in a net liability position. The directors have carefully considered the factors contributing to this position, including certain non-recurring and exceptional costs incurred during the period together with the continued investment made in supporting long-term growth opportunities. The directors have undertaken a detailed review of the underlying trading performance and have implemented and continue to monitor a range of corrective actions designed to improve profitability, strengthen working capital and support the longer-term financial position of the Company.
The Company operates within the healthcare and patient support services sector, where the directors consider the medium-term market outlook to remain positive. Demand for patient support programmes, data-driven healthcare solutions and services that improve patient outcomes continues to provide opportunities for growth. The Company's strategy remains focused on maintaining and expanding strong relationships with its existing customer base whilst securing new contract wins and service opportunities to support future revenue growth and profitability.
The directors have reviewed detailed forecasts and cash flow projections which incorporate expected financial performance and other reasonably foreseeable changes in trading performance. Given the importance of liquidity management, the directors continue to closely monitor cash flows, working capital requirements and funding headroom. The Company has access to existing financing arrangements and benefits from the continued support of its shareholders and connected group undertakings. Furthermore, the Company has received written confirmation that additional funding facilities will be made available, if required, to provide further liquidity support and enable the Company to meet its liabilities as they fall due, including in downside trading scenarios.
Based upon their review, the directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.
During the year, the Company reported a loss and, as at the balance sheet date, the Company was in a net liability position. The directors have carefully considered the factors contributing to this position, including certain non-recurring and exceptional costs incurred during the period together with the continued investment made in supporting long-term growth opportunities. The directors have undertaken a detailed review of the underlying trading performance and have implemented and continue to monitor a range of corrective actions designed to improve profitability, strengthen working capital and support the longer-term financial position of the Company.
The Company operates within the healthcare and patient support services sector, where the directors consider the medium-term market outlook to remain positive. Demand for patient support programmes, data-driven healthcare solutions and services that improve patient outcomes continues to provide opportunities for growth. The Company's strategy remains focused on maintaining and expanding strong relationships with its existing customer base whilst securing new contract wins and service opportunities to support future revenue growth and profitability.
The directors have reviewed detailed forecasts and cash flow projections which incorporate expected financial performance and other reasonably foreseeable changes in trading performance. Given the importance of liquidity management, the directors continue to closely monitor cash flows, working capital requirements and funding headroom. The Company has access to existing financing arrangements and benefits from the continued support of its shareholders and connected group undertakings. Furthermore, the Company has received written confirmation that additional funding facilities will be made available, if required, to provide further liquidity support and enable the Company to meet its liabilities as they fall due, including in downside trading scenarios.
Based upon their review, the directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.
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Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
Functional and presentation currency
the nearest £1.
Transactions and balances
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.
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Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
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Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
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:
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Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (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 method.
Depreciation is provided on the following basis:
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.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to
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Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
all of its financial instruments.
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
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.
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Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
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.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.
Significant management judgements
There are no management judgements in applying the accounting policies of the organisations that have had a significant effect on the amounts recognised in the financial statements.
Revenue recognition
Included in the public health and lifestyle revenue stream are certain contracts where consideration receivable is dependent on performance outcomes against key performance indicators set out in the contract. The directors monitor the performance of the contract against these indicators on an on-going basis, and at each reporting period assess the amount of consideration that is expected to be receivable.
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Notes to the Financial Statements
For the Year Ended 31 December 2025
The whole of the turnover is attributable to the principal activity of the Company.
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Notes to the Financial Statements
For the Year Ended 31 December 2025
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Notes to the Financial Statements
For the Year Ended 31 December 2025
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Notes to the Financial Statements
For the Year Ended 31 December 2025
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Notes to the Financial Statements
For the Year Ended 31 December 2025
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Notes to the Financial Statements
For the Year Ended 31 December 2025
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Notes to the Financial Statements
For the Year Ended 31 December 2025
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Notes to the Financial Statements
For the Year Ended 31 December 2025
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Profit and loss account
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 £391,776 (2024: £185,473). Contributions totalling £65,304 (2024: £92,834) were payable to the fund at year-end and are included in creditors.
Page 32
Notes to the Financial Statements
For the Year Ended 31 December 2025
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Notes to the Financial Statements
For the Year Ended 31 December 2025
At 31 December 2025, the ultimate parent undertaking parent company is Bionical Health Group Limited, a company incorporated and registered in England and Wales. Copies of the consolidated financial statements for Bionical Health Group Limited, can be obtained from its registered office, The Piazza, Mercia Marina, Findern Lane, Willington, Derbyshire, DE65 6DW.
AD Leaver is considered the ultimate controlling party of Bionical Health Group Limited by virtue of owning more than 50% of the equity share capital.
AD Leaver is considered the ultimate controlling party of Bionical Health Group Limited by virtue of owning more than 50% of the equity share capital.
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