Registered number: 15771600
For the Year Ended 31 December 2025
Company Information
Contents
Group Strategic Report
For the Year Ended 31 December 2025
Bionical Health Group Limited (“the Company” and, together with its subsidiaries, “the Group”) is the holding company of a group whose principal trading business, Bionical Health Limited (“BHL”), is a leading independent, clinically led provider of patient support and clinical homecare services in the UK. The Group’s purpose is to accelerate the adoption of innovative and best value medicines and home-based therapies within the NHS, partnering with pharmaceutical and medical technology companies to deliver nurse-led services in patients’ homes and in the community.
The directors present their report and the consolidated financial statements of the Group for the year ended 31 December 2025. The Company was incorporated on 11 June 2024 and the comparative figures consolidate the results of the trading subsidiaries only from their acquisition by the Group: Bionical Health Limited from 1 November 2024 and Bionical Virtual Engagement Limited (“BVEL”) from 1 December 2024. The year ended 31 December 2025 is the Group’s first full twelve month trading period and the two periods are therefore not directly comparable.
The directors present their report and the consolidated financial statements of the Group for the year ended 31 December 2025. The Company was incorporated on 11 June 2024 and the comparative figures consolidate the results of the trading subsidiaries only from their acquisition by the Group: Bionical Health Limited from 1 November 2024 and Bionical Virtual Engagement Limited (“BVEL”) from 1 December 2024. The year ended 31 December 2025 is the Group’s first full twelve month trading period and the two periods are therefore not directly comparable.
2025 was a year of decisive transformation for the Group. Within BHL, the Group implemented a new patient management and nurse scheduling platform and moved to a unified national nursing model, under which nurses are deployed dynamically across contracts on the basis of geography, clinical competency and patient need. These changes, described more fully in the strategic report of Bionical Health Limited, give the Group a scalable operating model with a cost base that no longer needs to grow in proportion to revenue.
Following a review of the Group’s service portfolio in quarter one 2026, the Board concluded that the Group’s future lay in the clinically led patient support and homecare services delivered through BHL, and decided to withdraw from the multi-channel marketing support engagement activities carried on by BVEL. The withdrawal was implemented during 2026: client contracts were transferred to alternative providers, affected employees transferred to the incoming providers, and trading ceased in July 2026. The goodwill arising on the acquisition of BVEL has been written off in full in these financial statements, giving rise to an impairment charge of £1,975k, and BVEL is in the process of being wound down on an orderly basis.
Group turnover for the year was £21,291k (2024: £4,064k, reflecting consolidation from the acquisition dates). Gross profit before exceptional items was £5,370k, representing 25.2% of turnover (2024: 16.3%); after £1,797k of exceptional costs charged to cost of sales, gross profit as reported in the financial statements was £3,574k (16.8% of turnover). Adjusted EBITDA excluding exceptional items improved to £161k, from a loss of £302k in the comparative period. The operating loss was £2,592k and the loss for the year was £5,492k, stated after: total exceptional costs of £2,478k relating to the transformation and restructuring programmes, which the directors do not expect to recur at this level, the goodwill impairment of £1,975k described above, and interest of £909k, principally on shareholder loans.
The Group had net liabilities of £5,940k at the year end (2024: £449k), reflecting the loss for the year and the fact that the group is principally finance through the provision of shareholder loans. Cash at bank and in hand was £119k. Borrowings falling due within one year were £6,544k, principally two loans from the Group’s shareholder, one repayable on a sale or listing of the business and one repayable on demand. BHL’s receivables based credit facility was drawn to £1,002k at the balance sheet date; in early 2026 that 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.
Following a review of the Group’s service portfolio in quarter one 2026, the Board concluded that the Group’s future lay in the clinically led patient support and homecare services delivered through BHL, and decided to withdraw from the multi-channel marketing support engagement activities carried on by BVEL. The withdrawal was implemented during 2026: client contracts were transferred to alternative providers, affected employees transferred to the incoming providers, and trading ceased in July 2026. The goodwill arising on the acquisition of BVEL has been written off in full in these financial statements, giving rise to an impairment charge of £1,975k, and BVEL is in the process of being wound down on an orderly basis.
Group turnover for the year was £21,291k (2024: £4,064k, reflecting consolidation from the acquisition dates). Gross profit before exceptional items was £5,370k, representing 25.2% of turnover (2024: 16.3%); after £1,797k of exceptional costs charged to cost of sales, gross profit as reported in the financial statements was £3,574k (16.8% of turnover). Adjusted EBITDA excluding exceptional items improved to £161k, from a loss of £302k in the comparative period. The operating loss was £2,592k and the loss for the year was £5,492k, stated after: total exceptional costs of £2,478k relating to the transformation and restructuring programmes, which the directors do not expect to recur at this level, the goodwill impairment of £1,975k described above, and interest of £909k, principally on shareholder loans.
The Group had net liabilities of £5,940k at the year end (2024: £449k), reflecting the loss for the year and the fact that the group is principally finance through the provision of shareholder loans. Cash at bank and in hand was £119k. Borrowings falling due within one year were £6,544k, principally two loans from the Group’s shareholder, one repayable on a sale or listing of the business and one repayable on demand. BHL’s receivables based credit facility was drawn to £1,002k at the balance sheet date; in early 2026 that 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.
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Group Strategic Report (continued)
For the Year Ended 31 December 2025
Strategy and outlook
Following the withdrawal from the multi-channel marketing support market, the Group’s strategy is that of its principal trading business: to convert the improved unit economics delivered in 2025 into sustainable, profitable growth, by winning new programmes that can be served from the existing national nursing footprint, deepening existing partnerships, developing digitally enabled patient support services and maintaining tight control of overheads and working capital.
The strategic restructure within BHL was completed at the start of 2026, completing the move to a clinically skilled, flexible, nurse-led offering. The Group has since extended its services with existing customers and secured new programmes with new and existing partners. The Group’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 Group is well placed to benefit from the significant opportunities in its market, driven by NHS policy commitments to move care from hospital to community and a growing pipeline of specialist and best value medicines delivered in patients’ homes.
Following the withdrawal from the multi-channel marketing support market, the Group’s strategy is that of its principal trading business: to convert the improved unit economics delivered in 2025 into sustainable, profitable growth, by winning new programmes that can be served from the existing national nursing footprint, deepening existing partnerships, developing digitally enabled patient support services and maintaining tight control of overheads and working capital.
The strategic restructure within BHL was completed at the start of 2026, completing the move to a clinically skilled, flexible, nurse-led offering. The Group has since extended its services with existing customers and secured new programmes with new and existing partners. The Group’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 Group is well placed to benefit from the significant opportunities in its market, driven by NHS policy commitments to move care from hospital to community and a growing pipeline of specialist and best value medicines delivered in patients’ homes.
The Board has overall responsibility for risk management. The Group 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 Group ended the year with net liabilities and limited cash headroom, reflecting the one-off costs of the 2025 transformation and the write-off of goodwill. It relies on BHL’s receivables based financing facility, on the timely collection of trade receivables and on the continued support of its shareholder, from which loans of £6,544k were outstanding 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; working capital and cash collection are tightly controlled; and the directors maintain regular dialogue with the Group’s lender and shareholder on funding requirements. The directors’ going concern assessment is set out in note 2.3 to the financial statements.
∙Customer concentration and contract renewal. A significant proportion of Group turnover derives from a small number of long-term partner contracts. The unified nursing model materially reduces the cost impact of any contract loss because of the ability to easily redeploy nursing resources, key partnerships are led at senior level with structured joint governance, and the commercial strategy is focused on broadening the customer base across partners and therapy areas.
∙People, employment costs and clinical workforce. Delivery depends on the ability to recruit, credential and retain registered nurses in a competitive labour market, and labour is the largest component of the cost base. Recruitment is planned against contracted demand, pay is set with reference to external benchmarking under Board oversight, cost escalation mechanisms are included in customer contracts wherever possible, and retention, clinical supervision and training compliance are monitored through the clinical governance framework.
∙Clinical quality and regulatory compliance. As a provider of clinical care in patients’ homes, the Group 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 Group’s clinical governance framework, which includes incident reporting and learning, clinical audit, and adverse event reporting procedures agreed with each partner.
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Group Strategic Report (continued)
For the Year Ended 31 December 2025
∙Technology and data. The new platform is central to service delivery, which brings risks relating to system availability, data security and reliance on a single supplier. Supplier performance is managed under contract, business continuity arrangements are in place, and information governance is maintained in line with UK data protection legislation.
∙Market and customer dynamics. Demand for the Group’s services is influenced by manufacturers’ launch and investment decisions, NHS commissioning and procurement policy, and wider economic conditions. The Group monitors market, policy and pipeline developments continuously and its flexible operating model allows capacity to be matched to demand.
The Group uses a number of financial measures to monitor progress against strategy and corporate objectives. These are summarised below. The 2024 comparative consolidates the trading subsidiaries only from their acquisition dates 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; it excludes the goodwill impairment of £1,975k, which is separately disclosed. The statutory operating loss was £2,592k (2024: £354k). 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 of administrative expenses and £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; it excludes the goodwill impairment of £1,975k, which is separately disclosed. The statutory operating loss was £2,592k (2024: £354k). 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 of administrative expenses and £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.
Bionical Health Group Limited is a UK holding and operating company within the Bionical Health group.
The loss for the year, after taxation, amounted to £5,491,752 (period eneded 31 December 2024 -loss £473,042).
The directors who served during the year were:
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 Group'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 Group 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 the Group 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 the Group 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 Group'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 Group 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 Group 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 Group 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 Group's strategic report information required by schedule 7 of
the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.
The Group remains committed to long-term strategic growth. The Group will now concentrate its expansion efforts on delivering healthcare practitioner-led services both domestically and internationally.
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 Group 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 Group's strategic report information required by schedule 7 of
the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.
The Group remains committed to long-term strategic growth. The Group will now concentrate its expansion efforts on delivering healthcare practitioner-led services both domestically and internationally.
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Directors' Report (continued)
For the Year Ended 31 December 2025
Subsequent to the year end, trading activities within Bionical Health Virtual Engagement Limited, a wholly owned subsidiary undertaking of the Group, ceased in July 2026. The company has not yet been formally dissolved and remains in the process of being wound down.
The directors have assessed the impact of this event on the Company's investments in and amounts due from group undertakings and have concluded that no adjustment is required to the amounts recognised in these financial statements at the reporting date. The directors will continue to monitor the winding down process and any associated financial implications.
In early 2026 the Group 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 Group since the year end.
The directors have assessed the impact of this event on the Company's investments in and amounts due from group undertakings and have concluded that no adjustment is required to the amounts recognised in these financial statements at the reporting date. The directors will continue to monitor the winding down process and any associated financial implications.
In early 2026 the Group 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 Group since the year end.
Subsequent to the year end, Forvis Mazars LLP resigned as the Group'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 Group Limited
We have audited the financial statements of Bionical Health Group Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Profit and Loss Account, the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 Group's or the Parent 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 Group Limited (continued)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 Group 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;
∙we identified the laws and regulations applicable to the Company through discussions with directors and other
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Independent Auditor's Report to the Members of Bionical Health Group Limited (continued)
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 Group for the year ended 31 December 2025 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 Group 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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Consolidated Profit and Loss Account
For the Year Ended 31 December 2025
Page 11
Consolidated Statement of Comprehensive Income
For the Year Ended 31 December 2025
Page 12
Consolidated 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 20 to 42 form part of these financial statements.
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Company 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 20 to 42 form part of these financial statements.
Page 14
Consolidated Statement of Changes in Equity
For the Year Ended 31 December 2025
Page 15
Company Statement of Changes in Equity
For the Year Ended 31 December 2025
Page 16
Consolidated Statement of Cash Flows
For the Year Ended 31 December 2025
Page 17
Consolidated Statement of Cash Flows (continued)
For the Year Ended 31 December 2025
Page 18
Consolidated Analysis of Net Debt
For the Year Ended 31 December 2025
Page 19
Notes to the Financial Statements
For the Year Ended 31 December 2025
Bionical Health Group 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 15771600 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 a UK holding company and the principal activity of the Group is the provision of patient support, clinical homecare, healthcare staffing, technology-enabled healthcare solutions and related healthcare services to pharmaceutical companies, healthcare professionals and patients.
The principal activity of the company is a UK holding company and the principal activity of the Group is the provision of patient support, clinical homecare, healthcare staffing, technology-enabled healthcare solutions and related healthcare services to pharmaceutical companies, healthcare professionals and patients.
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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.
Page 20
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 Group'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 Group reported a loss and, as at the balance sheet date, the Group 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 Group.
The Group 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 Group'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 Group has access to existing financing arrangements and benefits from the continued support of its shareholders and connected group undertakings. Furthermore, the Group has received written confirmation that additional funding facilities will be made available, if required, to provide further liquidity support and enable the Group 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 Group 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 Group reported a loss and, as at the balance sheet date, the Group 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 Group.
The Group 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 Group'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 Group has access to existing financing arrangements and benefits from the continued support of its shareholders and connected group undertakings. Furthermore, the Group has received written confirmation that additional funding facilities will be made available, if required, to provide further liquidity support and enable the Group 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 Group 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
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)
Page 23
Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
Page 24
Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
Goodwill
Other intangible assets
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:
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.
Page 25
Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
Determining whether investments and related other debtors are impaired requires a comparison of the carrying values in the financial statements to the reported net assets at the balance sheet date together with a consideration of future expected financial performance and any guarantees provided. An impairment charge is made if the net assets are less than the carrying value of the assets and there is no reasonably foreseeable reversal of these circumstances.
Page 26
Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.
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 Group'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
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Notes to the Financial Statements
For the Year Ended 31 December 2025
2.Accounting policies (continued)
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 Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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 28
Notes to the Financial Statements
For the Year Ended 31 December 2025
that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not apparent from other sources. Actual results may differ from these estimates.
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.
Useful economic life of goodwill
Determining the useful life of intangible assets requires judgement. Management regularly reviews these useful lives and changes them, if necessary, to reflect current conditions. Changes in useful lives can have a significant impact on the amortisation charged for the period.
Investment in subsidiary companies
The assessment of the recoverability of the investment in subsidiary undertaking represents a significant accounting estimate. The recoverable amount is supported by forecasts demonstrating a return to profitability and the achievement of expected long-term returns. The directors have concluded that no further impairment is required at the balance sheet date. However, the assessment is sensitive to the timing and extent of future improvements in trading performance.
The whole of the turnover is attributable to the principal activities of the company.
Page 29
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
Page 31
Notes to the Financial Statements
For the Year Ended 31 December 2025
Page 32
Notes to the Financial Statements
For the Year Ended 31 December 2025
11.Taxation (continued)
There were no factors that may affect future tax charges.
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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
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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
Page 37
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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Page 39
Notes to the Financial Statements
For the Year Ended 31 December 2025
During the year, the Company issued 2,000 A Ordinary shares of £0.10 each at a price of £0.25 per share. The issue resulted in an increase in share capital of £200 and share premium of £300.
Ordinary shareholders are entitled to vote and to participate in dividend payments and distributions of income and/or capital.
Ordinary A shares are non-voting and do not have rights to dividends. Ordinary A shares have rights to participate in distributions of income and/or capital.
All shares are non-redeemable.
Ordinary shareholders are entitled to vote and to participate in dividend payments and distributions of income and/or capital.
Ordinary A shares are non-voting and do not have rights to dividends. Ordinary A shares have rights to participate in distributions of income and/or capital.
All shares are non-redeemable.
Share premium account
Profit and loss account
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £447,795 (2024: £563,118). Contributions totalling £65,304 (2024: £110,142) were payable to the fund at the year end date and are included in creditors.
Page 40
Notes to the Financial Statements
For the Year Ended 31 December 2025
Page 41
Notes to the Financial Statements
For the Year Ended 31 December 2025
The directors have assessed the impact of this event on the Company's investments in and amounts due from group undertakings and have concluded that no adjustment is required to the amounts recognised in these financial statements at the reporting date. The directors will continue to monitor the winding down process and any associated financial implications.
In early 2026 the Group 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 Group since the year end.
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.
In the prior presentation, movements arising on the transfer and hive across of businesses had been included within working capital movements and investing activities. These amounts have been reclassified to reflect the substance of the transaction, and the cash flow statement now includes only cash transactions and movements occurring subsequent to the transfer date of such businesses. The restatement has no impact on the profit for the year, net assets, net cash generated from operating activities nor the total increase in cash and cash equivalents for the year.
Page 42