The directors present the strategic report for the year ended 31 December 2023.
The group headed by Energist (Holdings) Limited undertakes the design, manufacture and distribution of a nitrogen plasma-based technology, NeoGen (www.neogenplasma.co.uk). This non-invasive technology is sold to the medical aesthetic market and is used for cosmetic, aesthetic and medical applications specifically to improve skin quality, health and appearance. The group operates in over 30 countries through a network of specialist distributors and direct sales operations and is widely recognised as the founder and leader of nitrogen plasma skin regeneration.
Group turnover for 2023 increased by 48% to £5,121,642 (2022: £3,461,129), primarily driven by the increasing number of distribution contracts, increased focus on the UK direct sales market and a further development of marketing activities.
Gross profit generated by the group increased to £3,103,681 (2022: £1,883,820) representing a gross margin of 60.6% on sales, an increase on that achieved in 2022 of 54.4%. This has been achieved through pricing reviews, supply chain performance and a rationalisation of the group product offering.
The operating result for the group in 2023 showed a profit of £743,506, a significant improvement on the £462,173 operating profit reported in 2022. The improvement was driven in the main by increased sales, improved gross margin and a greater emphasis on budgetary control.
Strategic Focus
The group’s primary focus is to continue growing the NeoGen system and consumable sales by expanding its distribution network and enhanced support to distributors and practitioners.
The group’s tissue resurfacing and consumable patents continue to provide a barrier against the competition entering several key aesthetic markets including USA, UK and other European countries.
During 2023 the group collaborated with a Dermatological Testing Company to devise and run a clinical trial to capture clinical data using a range of skin analysis techniques.
The group engaged with a marketing consultancy during the year to enhance & elevate the NeoGen brand along with the appointment of a Head of Marketing.
During the year the group was shortlisted for the fast growth 50 Wales awards, won the MediWales Industry Judges Award and achieved the Highly Commended award for Best Energy Device.
The group’s primary focus is to continue growing the NeoGen system and consumable sales globally by supporting existing distributors to develop their markets, on-boarding new distributors for new markets and continuing to invest in the UK direct model.
The group continues to work with practitioners, Key Opinion Leaders, laboratories and universities around the globe, and is taking steps to further evidence and validate the clinical effectiveness of NeoGen for additional indications and uses such as Acne Vulgaris.
The group has collaborated with existing suppliers to develop a pipeline of product improvements to be implemented in 2024 which will dramatically enhance the aesthetic appearance of the system.
The nature of the business environment in which the group operates is inherently risky. Whilst it is not possible to eliminate all such risks and uncertainties, the group has an established risk management and internal control system in place to manage them.
The directors and management meet regularly to identify the risks that are considered most likely to have an impact on the business and its strategic priorities. If emerging risks are identified, these are incorporated immediately into the risk management process.
The following sets out the principal risks faced by the group and how they are mitigated:
Competition
To achieve the group's strategy the group must maintain its competitive advantage by continuing to be innovative in its research and development activities along with the review of the current level of protection of the group's intellectual property. If the group does not succeed in keeping its products and manufacturing capabilities at the cutting edge of innovation, then it could start to lose market share in its core markets.
People
The group depends on a flexible, diverse and well-motivated workforce. If the group fails in attracting, developing and retaining skilled people, as well as understanding and embracing the diversity of those people, it will not be able to grow the business as anticipated.
The group monitors staff retention, pay and conditions against the prevailing market to ensure that the group remains competitive. Succession planning and staff development are managed at all levels in the group, underpinned by a performance review process which is designed to assist in the career development of its staff and to identify potential successors to key roles.
Reputation
The group's ability to win new business and its relationship with customers, supply chain partners, employees and other stakeholders depends in large on the good reputation that it has established and how it is perceived by others. The group's growth targets may not be achieved if its reputation is adversely affected.
The steps taken to maintain, protect and enhance the group's reputation include effective leadership, community engagement and striving to operate a safe and sustainable business.
Health and safety
The group's activities are often complex and require the continuous monitoring and management of health, safety and environmental risks. Failure to manage these risks could expose the group to a significant potential liability and to reputational damage.
Detailed policies and procedures exist to mitigate such risks and are subject to review and monitoring by the business and external specialists. Compliance is monitored in many ways including audit, leadership involvement and inspections.
Global events
Since Brexit there have been significant changes in the Medical Device Regulations with regard to the EU market. The group are working closely with their notified bodies to overcome the challenges being faced since the departure from the EU by accelerating the EU audits.
Political unrest in overseas territories has steered the group to proactively assess supply chain security.
The directors have prepared updated and sensitised forecasts for the coming year and have taken steps to ensure the group has sufficient funding to bridge the period of disruption and to manage the group’s cash flow requirements as appropriate during this period of uncertainty, thus enabling the group to meet its obligations as they fall due.
Treasury operations and financial instruments
The group's operations expose it to a variety of financial risks that include the effects of price risk, credit risk, liquidity risk and interest rate cash flow risk.
The group has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the group by monitoring levels of debt finance and the related finance costs.
Given the size of the group, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the board of directors are implemented by the group's finance department.
Price risk
The group is exposed to commodity price risk because of its operations. However, given the size of the group's operations, the cost of managing exposure to commodity price risk exceed any potential benefits. The directors will revisit the appropriateness of this policy should the group's operations change in size or nature. The group has no exposure to equity securities price risk as it holds no listed or other equity investments.
Credit risk
The group has implemented processes that require appropriate credit checks on potential customers before sales are made. The amount of exposure to any individual counterparty is continually monitored in line with the group's credit control procedures. Credit risk insurance has been evaluated by the directors and has been utilised where appropriate based on an
assessment of risk and cost effectiveness. The directors will revisit the appropriateness of this policy should the company's operations change in size or nature.
Liquidity risk
The group actively maintains short-term debt finance that is designed to ensure that the group has sufficient funds for operations and planned expansions. For further detail on liquidity risk see the going concern statement in the director’s report.
Foreign Exchange risk
The group monitors the potential impact of currency fluctuations given the absence of natural hedges. Where available the group will look to introduce natural hedges with new engagements.
Brexit Risk
The departure from the EU may still have an impact on the business in a variety of forms. Products being sold to members of the EU may be subject to additional or changes in regulations. Materials procured from the EU may change as a result of import charges. The group is subject to relevant regulations which are regularly being reviewed for compliance and an efficient transition. The exchange rate may fluctuate which would lead to a review of the European pricing structure. The group will continue to monitor the potential impacts of BREXIT and respond accordingly.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2023.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The results for the year are set out on page 10, and comments on these results are set out in the business review in the strategic report.
The directors are not recommending the payment of a final dividend (2022: £Nil). No dividend was paid during the financial year (2022: £Nil).
Going concern
As at 31 December 2023, the group had net current assets of £1,447,842 (2022: £796,790). The group however remains reliant on the long terms support of its shareholders, to whom £72,228,131 was due after more than one year as at 31 December 2023 (2022: £71,292,175).
The directors have undertaken a review of the group's financial position. The directors have prepared forecasts, which indicate that, with on-going shareholder support, and based on the anticipated level of sales, there is a reasonable expectation that the company and group will be able to operate within its current level of agreed facilities for a period of at least 12 months from the date of approval of these financial statements.
The group's shareholders continue to demonstrate their commitment and support to the group, most recently by waiving the commencement of repayments on the shareholder loans until 31 December 2026. Further the directors have been given an indication by the group's shareholders that if required it is their current intention to support the business further to enable the group to meet its financial commitments for a period of at least 12 months from the date of approval of these financial statements,
Global economic factors continue to bring uncertainty to businesss operations and the directors therefore continue to maintain a rigorous review of the global supply chain. Proactively, the directors’ commitment to continuous improvement has supported improvements both in terms of product development and reducing supply chain risk.
Should the forecast level of sales and profitability not be achieved, the business might need to seek further funding in order to bridge the cashflow position. This represents a material uncertainty which may cast significant doubt about the company's ability to continue as a going concern. However, after considering the above matters, and the expected continued support of the group's shareholders, the directors are satisfied that it is appropriate to continue to prepare the financial statements on a going concern basis. The financial statements therefore do not include the adjustments required should the group be unable to continue as a going concern.
The costs as regards research and development activity are set out in note 7. The group will continue its policy of investments in research and development in order to retain a competitive position in the market.
The future developments of the company are discussed in the Strategic Report.
The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
We have audited the financial statements of Energist (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of cash flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their presentation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
In forming our opinion, which is not modified, we have considered the adequacy of the disclosures made in note 1 of the financial statements concerning the group and the parent company's ability to continue as a going concern. The conditions described in note 1 indicate the existence of a material uncertainty which may cast significant doubt about the the group and the parent company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the group or the parent company was unable to continue as a going concern.
Other information
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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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 group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
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.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an 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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £935,956 (2022 - £3,076,142 loss).
Energist (Holdings) Limited's ('the company') principal activity is that of a holding company. Energist (Holdings) Limited group's ('the group') principal activity is the design, manufacture and distribution to a global client base of pulsed light, laser and plasma based equipment for cosmetic, aesthetic and medical markets.
Energist (Holdings) Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 2 Park Pavilions, Clos Llyn Cwm, Valley Way, Enterprise Park, Swansea, West Glamorgan, United Kingdom, SA6 8QY.
The group consists of Energist (Holdings) Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of leasehold properties and to include certain financial instruments at fair value as applicable. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel.
The consolidated financial statements incorporate those of Energist (Holdings) Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes. They are deconsolidated from the date control ceases.
All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
In accordance with the transitional exemption available in FRS102, the group has chosen note to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS102, being 01 January 2014. Therefore the group continues to recognise a merger reserve which arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.
These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the company and group will continue in operational existence for the foreseeable future. However, the directors are aware of certain material uncertainties which may cause doubt on the company's and group's ability to continue as a going concern.
As at 31 December 2023, the group had net current assets of £1,447,842 (2022: £796,790) but remains reliant on the long term support of its shareholders, to whom £72,228,131 was due after more than one year as at 31 December 2023 (2022: £71,292,175).
The directors have undertaken a review of the group's financial position. The directors have prepared forecasts, which indicate that, with on-going shareholder support, and based on the anticipated level of sales, there is a reasonable expectation that the company and group will be able to operate within its current level of agreed facilities for a period of at least 12 months from the date of approval of these financial statements.
The group's shareholders continue to demonstrate their commitment and support to the group, most recently by waiving the commencement of repayments on the shareholder loans until 31 December 2026. Further the directors have been given an indication by the group's shareholders that if required it is their current intention to support the business further to enable the group to meet its financial commitments for a period of at least 12 months from the date of approval of these financial statements,
Global economic factors continue to bring uncertainty to businesss operations and the directors therefore continue to maintain a rigorous review of the global supply chain. Proactively, the directors’ commitment to continuous improvement has supported improvements both in terms of product development and reducing supply chain risk.
Should the forecast level of sales and profitability not be achieved, the business might need to seek further funding in order to bridge the cashflow position. This represents a material uncertainty which may cast significant doubt about the company's ability to continue as a going concern. However, after considering the above matters, and the expected continued support of the group's shareholders, the directors are satisfied that it is appropriate to continue to prepare the financial statements on a going concern basis. The financial statements therefore do not include the adjustments required should the group be unable to continue as a going concern.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales tax. The following criteria must also be met before turnover is recognised:
Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
the group has transferred the significant risks and rewards of ownership to the buyer;
the group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of turnover can be measured reliably;
it is probable that the group will receive the consideration due under the transaction;
the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of turnover can be measured reliably;
it is probable that the group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably, and;
the costs incurred and the costs to complete the contract can be measured reliably.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
Investments in subsidiaries are measured at cost less accumulated impairment. Where merger relief is applicable, the cost of the investment in a subsidiary undertaking is measured at the nominal value of the shares issued together with the fair value of any additional consideration paid.
Investments in unlisted group shares, whose market value can be reliably determined, are re-measured to market value at each balance sheet date. Gains and losses on re-measurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
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 and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
The component parts of compound instruments issued by the group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Defined contribution pension plan
The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payments obligations.
The contributions are recognised as an expense in the Consolidated Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the group in independently administered funds.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
Functional and presentation currency
The company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transaction are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Consolidated Statement of Comprehensive Income within 'other operating income'.
On consolidation, the results of overseas operations are translated into sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate recognised in other comprehensive income.
Development costs
Development costs incurred on a clearly defined project whose future recoverability can be assessed with reasonable certainty is carried forward and amortised in line with the expected future sales from the related project.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The financial statements have been prepared on a going concern basis, which assumes that sufficient funds will be available for the group to continue in operational existence for the foreseeable future. More details are set out in note 1.3.
The group designs, manufactures and sells pulsed light, laser and plasma-based equipment for cosmetic aesthetic and medical markets, the demand for which can fluctuate due to market conditions. As a result it is necessary to consider the recoverability of the cost of inventory and the associated provisioning required. When calculating the inventory provision, management considers the nature, age and condition of the inventory, as well as applying the assumptions around anticipated saleability of finished goods and future usage of raw materials.
The group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, ageing profile debtors and historical experience. See note 15 for the net carrying amount of the debtors and associated impairment provision.
Under FRS102, unrelieved tax losses and other deferred tax assets shall be recognised only to the extent that is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Carried forward tax losses and other timing differences have created a potential deferred tax asset for the group, however this asset has not been recognised within the financial statements due to uncertainty over the future recoverability of the asset.
An analysis of the group's turnover is as follows:
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits were accruing under defined contribution schemes amounted to 2 (2022: 2).
Amounts paid to third parties for the services of directors are set out in note 26.
The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
A deferred tax asset of £5,579,494 (2022: £5,631,000) relating to losses and other timing differences has not been recognised due to uncertainty over the future recoverability of the asset. The company element of the deferred tax asset not recognised is £5,060,020 (2022: £4,835,000). An increase in the UK Corporation Tax rate to 25% has been substantively enacted. The calculation of the unrecognised deferred tax liability as at 31 December 2023 reflects this rate.
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Leasehold land and buildings was revalued to £480,000 at 30th September 2015 by Cooke and Arkwright, Chartered Surveyors, independent valuers not connected to the group, on the basis of open market value for existing use. The valuation conforms to International Valuation Standards and represented the deemed cost for the asset on transition to FRS102.
If revalued assets were stated on an historical cost basis rather than a fair value basis, the total amounts included would have been as follows:
Details of the company's subsidiaries at 31 December 2023 are as follows:
Energist Limited and Neogen Plasma Limited are wholly owned subsidiaries of Belmont Investments Limited.
The directors have reviewed the carrying value of the company's investments as at 31 December 2023, and in their opinion believe that the carrying values are appropriate based on current underlying financial positions of each company.
The difference between purchase price or production cost of stocks and their replacement cost is not material.
Trade debtors are stated after provision for impairment of £6,367 (2022: £49,280).
Finance lease payments represent rentals payable by the company for certain items of fixed assets. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. The lease liabilities are secured over the assets to which they relate.
Investor Loan Note Instrument A
On 1 March 2012, the company issued 7,202,730 unsecured loan notes "A" for a total of £7,202,730 which is disclosed within creditors greater than 1 year. The loan notes attract an Interest rate of 15% per annum. However, due to revenues being below agreed minimum levels, the loan notes attract an Interest rate of 20% per annum. The loan notes are repayable in full when other loans have been repaid. However on 15 September 2020 £8,086,681 of the accrued interest to date was converted into a loan note "C" (see below). The investors also agreed to an early curtailment of interest charges as at 31 December 2020, with no interest to be attracted from this date until redemption.
Management Loan Note Instrument B
On 1 March 2012, the company issued 612,762 unsecured management loan notes "B" for a total of £612,762, which is disclosed within creditors more than 1 year. The management loan notes attract an interest rate of 15% per annum. However, due to revenues being below agreed minimum levels, the management loan notes attract an Interest rate of 0% per annum. The management loan notes are unsecured and are redeemable only after all investor loan notes have been redeemed.
Senior Preferred loan notes
On 25 March 2013, the company issued 1,428,637 secured loan notes for a total of £1,428,637 which is disclosed within creditors greater than 1 year. These loan notes attract interest of 10% per annum and were to be redeemed in 4 equal instalments on 31 January in each of the years 2016, 2017, 2018 and 2019. In addition, the loan notes were redeemable with a redemption premium of 150% of the balance redeemed on or before 31 December 2015, 175% of the balance redeemed on 31 December 2016, 200% of the balance redeemed on 31 December 2017 and 225% of the balance redeemed on 31 December 2018.
On 15 September 2020 a waiver was obtained from the investors deferring all repayments until 31 December 2023, at which time the loan notes will be redeemable with a redemption premium of 225%. Concurrent with this £283,591 of the accrued interest to date was converted into a loan note "C" (see below). The investors also agreed to an early curtailment of interest charges as at 31 December 2020, with no interest to be attracted from this date until redemption. On 19 July 2023 a further waiver was obtained from the investors deferring all repayments until 31 December 2026.
The senior preferred loan notes are secured by a debenture over the assets of the company and by a cross guarantee provided by other group companies.
Loan facility
On 11 November 2013, the Westbridge SME Fund LP and Beaubridge Energist LLP provided secured loan facilities of £600,000 which is disclosed in creditors greater than 1 year. The secured loan attracts an interest rate of 10% per annum. The loans were to be repaid in 3 equal annual instalments on 31 January in each of 2016, 2017 and 2018 together with an accrued redemption premium calculated as 400% of the loan principal advanced.
In the period from 11 November 2013 to 31 December 2019 the secured loan facility provided by Westbridge SME Fund LP and Beaubridge Energist LLP was increased in stages such that as at 31 December 2019 it amounted to £4,693,989.
On 15 September 2020 a waiver was obtained from the investors deferring all repayments until 31 December 2023, at which time the loan notes will be redeemable with a redemption premium of 400%. Concurrent with this £1,071,334 of the accrued interest to date was converted into a loan note "C" (see below), the rights and obligations of Westbridge SME Fund LP's under the facility agreement were novated to Beaubridge Swansea LLP and the secured loan facility provided by the investors was increased to £5,235,470. On 19 July 2023 a further waiver was obtained from the investors deferring all repayments until 31 December 2026.
The loans are secured by a debenture over the assets of the company and rank in priority to all loan notes but behind overdraft and mortgage facilities provided by Barclays Bank.
Loan Note C
On 15 September 2020, the company issued 9,441,606 unsecured loan notes "C" for a total of £9,441,606 which is disclosed within creditors greater than 1 year. The loan notes attract an Interest rate of 10% per annum. Subsequent to the year end the investors agreed to an early curtailment of interest charges as at 31 December 2020, with no interest to be attracted from this date until redemption, the date of which is 31 December 2023. On 19 July 2023 a waiver was obtained from the investors deferring all repayments until 31 December 2026.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The A, B, C and D ordinary shares rank pari passu and have the usual rights as an ordinary share. The E ordinary shares have no rights and cannot be paid out on a winding up.
The company has entered into cross guarantees for the group's bank in respect of borrowings of its subsidiary Energist Limited. As at 31 December 2023 the contingent liability in respect of the group borrowings was £Nil (2022: £Nil).
Share premium
The share premium account represents the consideration received on the issue of shares in the company in excess of the nominal vlue of those shares, net share issue costs, bonus issues of shares and any subsequent capital reductions.
Merger Reserve
Represents the fair value of investments acquired in excess of cash paid and the amounts recognised in respect of share capital issued.
Profit and Loss Reserve
The profit and loss reserve represents the accumulated profits, losses and distributions.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Beaubridge Energist LLP
Beaubridge Energist LLP is a director and significant shareholder of the company.
During the year Beaubridge Energist LLP invoiced £93,859 (2022: £81,802) in directors' fees, monitoring fees and expenses for services.
As at December 2023 details of amounts owed to Beaubridge Energist LLP in respect of loan notes, accrued interest and redemption premiums are set out in note 19.
Remuneration of key management personnel
The directors consider the only key management personnel to be the directors. For details of the directors remuneration see note 6.