Registration number:
for the
Year Ended 31 December 2023
Celsus Group Limited
Contents
Company Information |
|
Directors' Report |
|
Strategic Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Consolidated Profit and Loss Account |
|
Consolidated Balance Sheet |
|
Balance Sheet |
|
Consolidated Statement of Changes in Equity |
|
Statement of Changes in Equity |
|
Notes to the Financial Statements |
Celsus Group Limited
Company Information
Directors |
T G Eyles R B Sanders L G Tamberlin J Stevenson |
Registered office |
|
Auditors |
|
Celsus Group Limited
Directors' Report for the Year Ended 31 December 2023
The directors present their report and the for the year ended 31 December 2023.
Directors of the company
The directors who held office during the year were as follows:
Disclosure of information to the auditor
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
Hazlewoods LLP have expressed their willingness to continue in office.
Approved by the
Director
Celsus Group Limited
Strategic Report for the Year Ended 31 December 2023
The directors present their strategic report for the year ended 31 December 2023.
Principal activity
The principal activity of the group is that of a head office function. The company provides central administrative services and access to its assets to its subsidiaries including inter alia: access to its database of customers and clients; access to all other technical and physical infrastructure (offices, telecoms, websites etc); provision of employees. This in turn allows the Group subsidiaries to carry out the principal activity of the group which is the provision of: medical services; managed services; staffing; and, consultancy and training services
Fair review of the business
Celsus Group’s (www.celsusgroup.co.uk) and its subsidiaries’ principal activity is the provision of medical services, managed services and consultancy and training to deliver efficiencies and better clinical outcomes for customers in a range of primary and secondary healthcare settings. The Group’s highly experienced and qualified medical practitioners provide services in healthcare settings including general practices, care homes, NHS hospitals, remote telemedicine and local authorities. Our geographic footprint encompasses the entire United Kingdom which ensures that we are able to provide timely and effective support to our clients.
During the year ending December 2023 the group’s annual turnover decreased 24.4% from £58,255,407 to £44,021,324 (December 2022 - increase 5.8%). In the year there were unusual pressures on GP surgeries due to the challenging inflation see in the United Kingdom coupled with NHS COVID-19 funding coming to an end. Gross profit decreased to £8,064,032 (December 2022 - £10,412,938). Administration expenses decreased 17% from £8,276,558 to £6,946,018 as a result of cost reduction measures. Profit before taxation decreased 118% from a profit of £1,242,932 to a loss of £222,421.
During 2023, the group’s cash position decreased from £253,537 to £225,806. This decrease was due to down lower trading. Trade creditors increased from £697,052 to £1,028,948 due to agreed deferment of payments. Debtors decreased from £4,539,176 to £2,700,247 due to lower business during the year. The Directors consider the results for the year and the financial position of the group at the year-end to be satisfactory.
Key performance indicators
The group uses a number of indicators to monitor and improve the development, performance and the position of the business. Indicators are reviewed and altered to meet changes in both the internal and external environments. The Directors do not consider the inclusion of an analysis using key performance indicators to be necessary to assist users of the financial statements in their understanding of the financial performance or position of the group.
Principal risks and uncertainties
As is common across all businesses, the group is exposed to a degree of risk and uncertainty. The Directors consider the key business risks and uncertainties affecting the group to be: 1) competition from both national and local providers of similar services; 2) availability of labour in the local area and 3) availability of medical practitioners to deliver medical services. Other risks and uncertainties are considered immaterial.
Celsus Group Limited
Strategic Report for the Year Ended 31 December 2023
Financial instruments
Objectives and policies
The directors constantly monitor the group's trading results and revise projections as appropriate to ensure that the group can meet its future obligations as they fall due.
Price risk, credit risk, liquidity risk and cash flow risk
The group is exposed to the usual credit and cash flow risks associated with selling on credit and manage this through credit control procedures.
Future developments
The group plans to continue with its strategy of undertaking it's primary trade, as noted in the principal activity note.
Approved by the
Director
Celsus Group Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Directors' Report, Strategic Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
• | select suitable accounting policies and apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Celsus Group Limited
Independent Auditor's Report to the Members of Celsus Group Limited
Opinion
We have audited the financial statements of Celsus Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2023 and of the group's loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group 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.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where 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. |
Celsus Group Limited
Independent Auditor's Report to the Members of Celsus Group Limited
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 5, 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 group’s and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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.
Extent to which the audit was 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, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the nature of the group’s industry and its control environment and reviewed the groups’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
• |
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
• |
enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
Celsus Group Limited
Independent Auditor's Report to the Members of Celsus Group Limited
• |
reading minutes of meetings of those charged with governance. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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.
For and on behalf of
Windsor House
Bayshill Road
GL50 3AT
Celsus Group Limited
Consolidated Profit and Loss Account for the Year Ended 31 December 2023
Note |
2023 |
2022 |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Administrative expenses (excluding depreciation, amortisation and exceptional items) |
( |
( |
|
Earnings before interest, tax, depreciation and amortisation |
1,118,014 |
1,994,658 |
|
Depreciation |
(111,027) |
(98,430) |
|
Amortisation |
(19,718) |
(19,718) |
|
Exceptional items |
(698,914) |
(248,945) |
|
Operating profit |
|
|
|
Other interest receivable and similar income |
|
|
|
Interest payable and similar charges |
( |
( |
|
(Loss)/profit before tax |
( |
|
|
Taxation |
|
( |
|
(Loss)/profit for the financial year |
( |
|
The above results were derived from continuing operations.
The group has no other comprehensive income for the year.
Celsus Group Limited
(Registration number: 09266684)
Consolidated Balance Sheet as at 31 December 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Intangible assets |
|
|
|
Tangible assets |
|
|
|
|
|
||
Current assets |
|||
Debtors: Amounts falling due within one year |
|
|
|
Cash at bank and in hand |
225,806 |
253,537 |
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Provisions for liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
|
|
|
Other reserves |
( |
( |
|
Retained earnings |
|
|
|
Total equity |
|
|
Approved and authorised by the
Director
Celsus Group Limited
(Registration number: 09266684)
Balance Sheet as at 31 December 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Tangible assets |
|
|
|
Investments |
|
|
|
|
|
||
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
75,537 |
26,805 |
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Total assets less current liabilities |
( |
|
|
Provisions for liabilities |
( |
( |
|
Net (liabilities)/assets |
( |
|
|
Capital and reserves |
|||
Called up share capital |
|
|
|
Retained earnings |
( |
|
|
Total equity |
( |
|
The company made a loss after tax for the financial year of £1,686,133 (2022 - profit of £1,180,756).
Approved and authorised by the
Director
Celsus Group Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2023
Equity attributable to the parent company
Share capital |
Merger reserves |
Retained earnings |
Total |
|
At 1 January 2023 |
|
( |
|
|
Loss for the year |
- |
- |
( |
( |
At 31 December 2023 |
|
( |
|
|
Share capital |
Merger reserves |
Retained earnings |
Total |
|
At 1 January 2021 |
|
( |
|
|
Profit for the year |
- |
- |
|
|
At 31 December 2022 |
|
( |
|
|
Celsus Group Limited
Statement of Changes in Equity for the Year Ended 31 December 2023
Share capital |
Retained earnings |
Total |
|
At 1 January 2023 |
|
|
|
Loss for the year |
- |
(1,686,133) |
(1,686,133) |
At 31 December 2023 |
|
( |
( |
Share capital |
Retained earnings |
Total |
|
At 1 January 2022 |
|
( |
( |
Profit for the year |
- |
1,180,756 |
1,180,756 |
At 31 December 2022 |
|
|
|
Celsus Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Summary of disclosure exemptions
The group has not presented a cash flow statement on the grounds that it is a wholly owned group and a group cash flow statement is included in the financial statements of the parent company.
Basis of consolidation
The consolidated profit and loss accounts and balance sheet include the financial statements of the company and its subsidiary undertaking made up to 31 December 2023. Intra-group sales and profits are eliminated fully on consolidation.
The directors consider that the share for share exchange qualifies as a group reconstruction under section 611 of the Companies Act 2006, and have therefore prepared these consolidated financial statements using the merger accounting method. As such the results reported in these financial statements under the prior year column represent the results of Celsus Group Limited and its subsidiaries for the year ended 31 December 2023.
As permitted by section 408 of the Companies Act 2006, the parent company's statement of comprehensive income has not been included in these financial statements. The group profit includes a loss of £1,686,133 (2022 - profit of £1,180,756) dealt with in the profit and loss account of the parent company.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.
Going concern
After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the group and company has adequate resources to continue in operational existence for the foreseeable future. The group and company therefore continues to adopt the going concern basis in preparing its financial statements.
Celsus Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Judgements and estimation uncertainty
These financial statements do not contain any significant judgements or estimation uncertainty. |
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.
The group recognises revenue when: the amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met for each of the group's activities.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Furniture, fittings and equipment |
20% straight line |
Computer equipment |
33% straight line |
Leasehold improvements |
33% straight line |
Intangible assets
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Asset class |
Amortisation method and rate |
Goodwill |
10 years straight line |
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Celsus Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Trade debtors
Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Celsus Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Financial instruments
Classification
Recognition and measurement
Impairment
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units (CGU) of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Celsus Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Turnover |
The total turnover of the group has been derived from its principal activity wholly undertaken in the United Kingdom.
Exceptional items |
2023 |
2022 |
|
Exceptional administrative expenses |
698,914 |
248,945 |
Exceptional items incurred in the current year related to non-recurring expenses for project costs, dilapidation costs, staff costs and an onerous provision.
Exceptional items incurred in the prior year related to non-recurring expenses for legal and professional fees, staff costs and software costs.
Operating profit |
Arrived at after charging:
2023 |
2022 |
|
Depreciation expense |
|
|
Amortisation expense |
|
|
Operating lease expense - property |
|
|
Operating lease expense - other |
|
|
Loss on disposal of property, plant and equipment |
|
- |
Other interest receivable and similar income |
2023 |
2022 |
|
Interest income on bank deposits |
|
|
Interest payable and similar charges |
2023 |
2022 |
|
Interest on bank overdrafts and borrowings |
|
|
Interest expense on other finance liabilities |
|
- |
|
|
Celsus Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2023 |
2022 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
2023 |
2022 |
|
Sales and administration |
|
|
Company
The aggregate payroll costs (including directors' remuneration) were as follows:
2023 |
2022 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
|
|
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
2023 |
2022 |
|
Sales and administration |
|
|
Auditors' remuneration |
2023 |
2022 |
|
Audit of the financial statements |
16,500 |
17,000 |
Celsus Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Taxation |
Tax charged in the profit and loss account
2023 |
2022 |
|
Current taxation |
||
UK corporation tax |
- |
|
UK corporation tax adjustment to prior periods |
( |
- |
(8,082) |
195,174 |
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
( |
- |
Tax (receipt)/expense in the income statement |
( |
|
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2022 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2023 |
2022 |
|
(Loss)/profit before tax |
( |
|
Corporation tax at standard rate |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Increase (decrease) in UK and foreign current tax from unrecognised temporary difference from a prior period |
( |
- |
Tax decrease from effect of capital allowances and depreciation |
|
|
Tax increase (decrease) from effect of unrelieved tax losses carried forward |
|
- |
Tax increase (decrease) arising from group relief |
( |
( |
Total tax (credit)/charge |
( |
|
Deferred tax
Group
Deferred tax liabilities
2023 |
Liability |
Difference between accumulated depreciation and amortisation and capital allowances |
|
|
2022 |
Liability |
Difference between accumulated depreciation and amortisation and capital allowances |
|
|
Company
Deferred tax assets and liabilities
2023 |
Liability |
Difference between accumulated depreciation and amortisation and capital allowances |
|
|
Celsus Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
2022 |
Liability |
Difference between accumulated depreciation and amortisation and capital allowances |
|
|
Intangible assets |
Group
Goodwill |
|
Cost |
|
At 1 January 2023 and at 31 December 2023 |
|
Amortisation |
|
At 1 January 2023 |
|
Amortisation charge |
|
At 31 December 2023 |
|
Carrying amount |
|
At 31 December 2023 |
|
At 31 December 2022 |
|
Celsus Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Tangible assets |
Group
Land and buildings |
Furniture, fittings and equipment |
Total |
|
Cost |
|||
At 1 January 2023 |
|
|
|
Additions |
|
|
|
Disposals |
- |
( |
( |
At 31 December 2023 |
|
|
|
Depreciation |
|||
At 1 January 2023 |
|
|
|
Charge for the year |
|
|
|
Eliminated on disposal |
- |
( |
( |
At 31 December 2023 |
|
|
|
Carrying amount |
|||
At 31 December 2023 |
|
|
|
At 31 December 2022 |
|
|
|
Included within the net book value of land and buildings above is £63,904 (2022 - £102,368) in respect of leasehold land and buildings.
Company
Land and buildings |
Furniture, fittings and equipment |
Total |
|
Cost |
|||
At 1 January 2023 |
|
|
|
Additions |
|
|
|
Disposals |
- |
( |
( |
At 31 December 2023 |
|
|
|
Depreciation |
|||
At 1 January 2023 |
|
|
|
Charge for the year |
|
|
|
Eliminated on disposal |
- |
( |
( |
At 31 December 2023 |
|
|
|
Carrying amount |
|||
At 31 December 2023 |
|
|
|
At 31 December 2022 |
|
|
|
Included within the net book value of land and buildings above is £63,904 (2022 - £102,368) in respect of leasehold land and buildings.
Celsus Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Investments |
Company
2023 |
2022 |
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
Cost and carrying amount |
|
At 1 January 2023 and at 31 December 2023 |
|
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2023 |
2022 |
Subsidiary undertakings |
||||
|
Ordinary |
|
|
|
United Kingdom |
||||
|
Ordinary |
|
|
|
United Kingdom |
||||
|
Ordinary |
|
|
|
United Kingdom |
||||
|
Ordinary |
|
|
|
United Kingdom |
The principal activity of the companies within the group are that of staffing, medical services, managed services, consultancy and training.
All companies have the same registered office as Celsus Group Limited.
Debtors |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Trade debtors |
|
|
- |
- |
Amounts owed by group undertakings |
|
|
|
|
Other debtors |
|
|
|
|
Prepayments |
|
|
|
|
|
|
|
|
Celsus Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Creditors |
Group |
Company |
||||
Note |
2023 |
2022 |
2023 |
2022 |
|
Due within one year |
|||||
Loans and borrowings |
|
|
- |
|
|
Trade creditors |
|
|
|
|
|
Amounts due to group undertakings |
|
|
|
|
|
Social security and other taxes |
|
|
|
|
|
Outstanding defined contribution pension costs |
|
|
|
|
|
Other creditors |
|
|
- |
|
|
Accrued expenses |
|
|
|
|
|
Corporation tax liability |
157,141 |
172,942 |
- |
- |
|
|
|
|
|
Loans and borrowings |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Current loans and borrowings |
||||
Invoice discounting arrangements |
|
|
- |
|
Share capital |
Allotted, called up and fully paid shares
2023 |
2022 |
|||
No. |
£ |
No. |
£ |
|
|
|
180 |
|
180 |
|
|
- |
|
- |
|
|
20 |
|
20 |
|
|
200 |
|
200 |
|
|
- |
|
- |
|
|
|
|
Rights, preferences and restrictions
Ordinary A, B, C, D and E shares have the following rights, preferences and restrictions: |
Other reserves |
Due to the directors considering that a share for share exchange qualifies as a group reconstruction under section 611 of the Companies Act 2006 the merger method of accounting has been used in preparing the consolidated financial statements. As a result other reserves are the difference between the fair value of consideration given and the nominal value of the shares received in exchange with the difference being shown as a movement on other reserves in the consolidated financial statements.
Celsus Group Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
2023 |
2022 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
|
|
Company
Operating leases
The total of future minimum lease payments is as follows:
2023 |
2022 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
|
|
Provisions for liabilities |
Group
Deferred tax |
Other provisions |
Total |
|
At 1 January 2023 |
|
- |
|
Additional provisions |
- |
|
|
Increase (decrease) from transfers and other changes |
( |
- |
( |
At 31 December 2023 |
|
|
|
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is
There is considered to be no single controlling party of Lucess InvestCo Limited.