REGISTERED NUMBER: |
UNAUDITED FINANCIAL STATEMENTS |
FOR THE PERIOD 6 JULY 2022 TO 30 SEPTEMBER 2023 |
FOR |
VALIANT FX TOPCO LIMITED |
PREVIOUSLY KNOWN AS |
MYLIFE ONLINE COUNSELLING SERVICES |
LIMITED |
REGISTERED NUMBER: |
UNAUDITED FINANCIAL STATEMENTS |
FOR THE PERIOD 6 JULY 2022 TO 30 SEPTEMBER 2023 |
FOR |
VALIANT FX TOPCO LIMITED |
PREVIOUSLY KNOWN AS |
MYLIFE ONLINE COUNSELLING SERVICES |
LIMITED |
VALIANT FX TOPCO LIMITED (REGISTERED NUMBER: 14218111) |
PREVIOUSLY KNOWN AS |
MYLIFE ONLINE COUNSELLING SERVICES |
LIMITED |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE PERIOD 6 JULY 2022 TO 30 SEPTEMBER 2023 |
Page |
Company Information | 1 |
Balance Sheet | 2 |
Notes to the Financial Statements | 3 |
VALIANT FX TOPCO LIMITED |
PREVIOUSLY KNOWN AS |
MYLIFE ONLINE COUNSELLING SERVICES |
LIMITED |
COMPANY INFORMATION |
FOR THE PERIOD 6 JULY 2022 TO 30 SEPTEMBER 2023 |
DIRECTOR: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
ACCOUNTANTS: |
Riverside House |
40-46 High Street |
Maidstone |
Kent |
ME14 1JH |
VALIANT FX TOPCO LIMITED (REGISTERED NUMBER: 14218111) |
PREVIOUSLY KNOWN AS |
MYLIFE ONLINE COUNSELLING SERVICES |
LIMITED |
BALANCE SHEET |
30 SEPTEMBER 2023 |
Notes | £ |
CURRENT ASSETS |
Debtors | 5 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 6 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year | 7 |
NET LIABILITIES | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 8 |
Share premium | 9 |
Retained earnings | 9 | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) |
The director acknowledges his responsibilities for: |
(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered. |
The financial statements were approved by the director and authorised for issue on |
VALIANT FX TOPCO LIMITED (REGISTERED NUMBER: 14218111) |
PREVIOUSLY KNOWN AS |
MYLIFE ONLINE COUNSELLING SERVICES |
LIMITED |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE PERIOD 6 JULY 2022 TO 30 SEPTEMBER 2023 |
1. | STATUTORY INFORMATION |
Valiant FX Topco Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Going concern |
Accounting standards require the director to consider the appropriateness of the going concern basis when preparing the financial statements. The director confirms that he considers the going concern basis remains appropriate. The director believes that the company has sufficient resources to continue in operational existence for the foreseeable future. The director believes this to be the case as the company has written confirmation from the director to provide support to the company. |
Having regard to the above, the director believes it is appropriate to adopt the going concern basis of accounting in preparing the financial statements. |
Financial instruments |
The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares. |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Debtors |
Short term debtors are measured at transaction price, less any impairment. |
Creditors |
Short term creditors are measured at the transaction price. |
Cash and cash equivalents |
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with no significant risk of change in value. |
VALIANT FX TOPCO LIMITED (REGISTERED NUMBER: 14218111) |
PREVIOUSLY KNOWN AS |
MYLIFE ONLINE COUNSELLING SERVICES |
LIMITED |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 6 JULY 2022 TO 30 SEPTEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Financial reporting standard 102 - reduced disclosure exemptions |
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 11.39 to 11.48A; |
- the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.29; |
- the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23; |
- the requirements of Section 33 Related Party Disclosures paragraph 33.7. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the period was |
4. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
Additions |
Disposals | ( |
) |
At 30 September 2023 |
NET BOOK VALUE |
At 30 September 2023 |
The company acquired and disposed of the investment in Mylife Online Counselling Services Limited during this period. |
5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
£ |
Amounts owed by group undertakings |
Other debtors |
6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
£ |
Trade creditors |
Other creditors |
7. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
£ |
Preference shares |
On 15 March 2023, 19,045,840 £0.00001 preference shares were issued for £1 each. |
The redeemable preference shares carry a 12% annual cumulative dividend (calculated by reference to the issue price of £1 each). The shares can be redeemed at the option of the company, immediately before a sale or quotation or at the option of the shareholder upon a default event. Interest has been charged to the profit and loss account of £1,458,964. |
VALIANT FX TOPCO LIMITED (REGISTERED NUMBER: 14218111) |
PREVIOUSLY KNOWN AS |
MYLIFE ONLINE COUNSELLING SERVICES |
LIMITED |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 6 JULY 2022 TO 30 SEPTEMBER 2023 |
8. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal |
value: | £ |
Ordinary A | £0.01 | 810 |
Ordinary B | £0.01 | 190 |
1,000 |
The following fully paid shares were allotted during the period at a premium as shown below: |
81,000 Ordinary A shares of £0.01 each at £0.99 per share |
19,000 Ordinary B shares of £0.01 each at £0.99 per share |
Upon incorporation, 1 ordinary £1 share was issued at par. Subsequently, this share was redesignated as an A ordinary share, and was subdivided into 100 £0.01 shares. |
On 29 February 2023, 80,900 £0.01 ordinary A shares were issued for £1 each and 19,000 ordinary B shares were issued for £1 each. |
Share particulars |
The A ordinary shares have attached to them full voting rights. Once all preference dividends have been paid, any available profits which the company determines to distribute may be distributed amongst the holders of the A ordinary shares and the B ordinary shares (constituting separate classes of shares) according to the number of such shares held by the relevant shareholder. On a return of capital on liquidation or otherwise (except on a redemption or purchase by the company of any shares), the surplus assets of the company remaining after the payment of its liabilities (including, for the avoidance of doubt, any debts arising from the non payment of Preference dividends) shall be applied first to each holder of preference shares and second, the balance of such assets (if any) shall be distributed amongst the holders of the A ordinary shares and the B ordinary shares pari passu as if the same constituted one class of shares according to the amount paid up or credited as paid up on each share. The A ordinary shares do not confer any rights of redemption. |
The B ordinary shares have the same prescribed particulars as the A ordinary shares above, but they do not confer a right to vote. |
9. | RESERVES |
Retained | Share |
earnings | premium | Totals |
£ | £ | £ |
Deficit for the period | ( |
) | ( |
) |
Cash share issue | - | 99,000 | 99,000 |
At 30 September 2023 | ( |
) | (1,366,970 | ) |
10. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
VALIANT FX TOPCO LIMITED (REGISTERED NUMBER: 14218111) |
PREVIOUSLY KNOWN AS |
MYLIFE ONLINE COUNSELLING SERVICES |
LIMITED |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 6 JULY 2022 TO 30 SEPTEMBER 2023 |
10. | RELATED PARTY DISCLOSURES - continued |
HMM Healthcare Limited, Montreux Group Overseas Limited and Montreux Healthcare Fixed Yield Fund |
Common Control |
During the period, a loan from Montreux Healthcare Fixed Yield Fund to HMM Healthcare Limited was informally assigned to Valiant FX Topco Limited. These funds were then loaned onto Montreux Group Overseas Limited, a company under common control. At the balance sheet date, there was an amount owed from Montreux Group Overseas Limited of £19,136,217. This debt is interest free, has no repayment terms and has been included in other debtors due within one year. |
The loan owed to Montreux Healthcare Fixed Yield Fund was capitalised as preference shares to a value of £19,045,840, being £190 nominal value and £19,045,650 share premium. At the balance sheet date, there was a £nil loan balance with Montreux Healthcare Fixed Yield Fund. |
11. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party is the director O Harris by virtue of his majority holding of the voting share capital. |