Company registration number 07441522 (England and Wales)
TELUS HEALTH (BF) LIMITED PREVIOUSLY KNOWN AS BREAKING FREE ONLINE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
TELUS HEALTH (BF) LIMITED PREVIOUSLY KNOWN AS BREAKING FREE ONLINE LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 10
TELUS HEALTH (BF) LIMITED PREVIOUSLY KNOWN AS BREAKING FREE ONLINE LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
4
697,627
Tangible assets
5
1,707
Investments
6
1
1
1
699,335
Current assets
Debtors
7
981,806
1,086,935
Cash at bank and in hand
654,701
210,179
1,636,507
1,297,114
Creditors: amounts falling due within one year
8
(1,404,283)
(2,851,073)
Net current assets/(liabilities)
232,224
(1,553,959)
Total assets less current liabilities
232,225
(854,624)
Capital and reserves
Called up share capital
158
158
Share premium account
1,503
1,503
Profit and loss reserves
230,564
(856,285)
Total equity
232,225
(854,624)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 19 September 2024 and are signed on its behalf by:
Mr P J Mullen
Director
Company Registration No. 07441522
TELUS HEALTH (BF) LIMITED PREVIOUSLY KNOWN AS BREAKING FREE ONLINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information
Telus Health (BF) Limited previously known as Breaking Free Online Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite 1, 7th Floor, 50 Broadway, London, SW1H 0BL.
1.1
Accounting convention
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
As noted in the Directors' Report the directors' intention is for the company to cease trading on or before 4 December 2024. The company has sufficient resources, with the help of the parent company, to settle its liabilities as they fall due, and therefore the company will be wound up in an orderly fashion. Because of this the financial statements have not been prepared on a going concern basis.true
1.3
Turnover
All significant revenue streams arise from the sale of software and licenses and maintenance and support contracts.
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales related taxes.
Revenue arising from the sale of services is recognised when and to the extent that the company obtains the right to consideration in exchange for the performance of its contractual obligations.
Revenue from software licenses and maintenance and support contracts is recognised pro-rata over the duration of the agreement, provided that there are no significant vendor obligations remaining and collectability of the debt is expected.
Billings in excess of revenue recognised are held in the balance sheet under "deferred revenue".
1.4
Research and development expenditure
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.
TELUS HEALTH (BF) LIMITED PREVIOUSLY KNOWN AS BREAKING FREE ONLINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Development Costs
20% straight line
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures, fittings & equipment
20% straight line
Computer equipment
25% straight line
Website Development
25% straight line
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 credited or charged to profit or loss.
Where the company's website is expected to generate future revenues in excess of costs of developing those websites, expenditure on functionality of the website is capitalised and treated as a tangible fixed asset. Expenditure incurred on maintaining websites and expenditure incurred on developing websites used only for advertising and promotional purposes are written off as incurred.
1.7
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.8
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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.
TELUS HEALTH (BF) LIMITED PREVIOUSLY KNOWN AS BREAKING FREE ONLINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
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.
1.9
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks,and other short-term liquid investments with original maturities of three months or less
1.10
Financial instruments
The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include 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.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
TELUS HEALTH (BF) LIMITED PREVIOUSLY KNOWN AS BREAKING FREE ONLINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities
Basic financial liabilities, including creditors, and bank loans 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.
1.11
Equity instruments
Equity instruments issued by the company 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 company.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
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 when the company has 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.
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
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.
TELUS HEALTH (BF) LIMITED PREVIOUSLY KNOWN AS BREAKING FREE ONLINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Leases
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 leases asset are consumed.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
1.17
Development costs are charged to the profit and loss account in the year of expenditure, unless individual projects satisfy all of the following criteria:
- the project is clearly defined and related expenditure is separately identifiable,
- the project is technically feasible and commercially viable,
- current and future costs are expected to be exceeded by future sales, and
- adequate resources exist for the project to be completed.
In such circumstances the costs are carried forward and amortised over a systematic basis by reference to the sale of use of a product, commencing in the year the company starts to benefit from the expenditure.
1.18
Website development costs
Where the company's website is expected to generate future revenues in excess of costs of developing those websites, expenditure on functionality of the website is capitalised and treated as a tangible fixed asset. Expenditure incurred on maintaining websites and expenditure incurred on developing websites used only for advertising and promotional purposes are written off as incurred.
2
Judgements and key sources of estimation uncertainty
In the application of the company’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.
TELUS HEALTH (BF) LIMITED PREVIOUSLY KNOWN AS BREAKING FREE ONLINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
10
10
4
Intangible fixed assets
Development Costs
£
Cost
At 1 January 2023
1,434,057
Additions
168,542
Transfers
(1,602,599)
At 31 December 2023
Amortisation and impairment
At 1 January 2023
736,430
Amortisation charged for the year
227,877
Transfers
(964,307)
At 31 December 2023
Carrying amount
At 31 December 2023
At 31 December 2022
697,627
TELUS HEALTH (BF) LIMITED PREVIOUSLY KNOWN AS BREAKING FREE ONLINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
5
Tangible fixed assets
Fixtures, fittings & equipment
Computer equipment
Website Development
Total
£
£
£
£
Cost
At 1 January 2023
2,993
14,782
291,976
309,751
Transfers
(2,993)
(14,782)
(291,976)
(309,751)
At 31 December 2023
Depreciation and impairment
At 1 January 2023
2,993
13,075
291,976
308,044
Depreciation charged in the year
763
763
Transfers
(2,993)
(13,838)
(291,976)
(308,807)
At 31 December 2023
Carrying amount
At 31 December 2023
At 31 December 2022
1,707
1,707
6
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
1
1
7
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
103,429
607,861
Corporation tax recoverable
86,136
Other debtors
65,506
67,129
Prepayments and accrued income
2,970
Intangible assets
638,292
-
Tangible assets
944
-
808,171
764,096
Deferred tax asset (note )
173,635
322,839
981,806
1,086,935
TELUS HEALTH (BF) LIMITED PREVIOUSLY KNOWN AS BREAKING FREE ONLINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
8
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans and overdrafts
1
1
Trade creditors
168
11,737
Amounts owed to group undertakings
1,145,988
2,504,010
Taxation and social security
3,533
3,685
Other creditors
254,593
331,640
1,404,283
2,851,073
9
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Emphasis of matter – financial statements prepared on a basis other than a going concern
We draw attention to Note 1.2 to the financial statements which explains that the directors' intention is for the company to cease trading on or before 4 December 2024 and therefore they do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 1.2.
Our opinion is not modified in respect of this matter.
Senior Statutory Auditor:
Alison Buckley
Statutory Auditor:
Mitchell Charlesworth (Audit) Limited
10
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
22,639
58,623
TELUS HEALTH (BF) LIMITED PREVIOUSLY KNOWN AS BREAKING FREE ONLINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
11
Related party transactions
At the year-end the company's ultimate parent company was Telus Corporation. The immediate parent company was Telus Health (UK) Holdco Limited, a company incorporated in England & Wales, which owns 100% of the company's issued share capital.
At the year-end the company owed Telus Health (UK) Limited £837,032 (2022 - £2,195,055). During the year, Telus Health (UK) Ltd paid costs of £34,764 on behalf of Telus Health (BF) Limited.
At the year-end, the company owed Telus Health (US) Limited £308,956 (2022 - £308,956).
2023-12-312023-01-01false19 September 2024CCH SoftwareCCH Accounts Production 2024.210No description of principal activityThis audit opinion is unqualifiedMr P J MullenMr K J VallisMr M DingleMr D FrenchVistra Cosec Limitedfalsefalse074415222023-01-012023-12-31074415222023-12-31074415222022-12-3107441522core:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-12-3107441522core:DevelopmentCostsCapitalisedDevelopmentExpenditure2022-12-3107441522core:FurnitureFittings2023-12-3107441522core:ComputerEquipment2023-12-3107441522core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2023-12-3107441522core:FurnitureFittings2022-12-3107441522core:ComputerEquipment2022-12-3107441522core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2022-12-3107441522core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3107441522core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3107441522core:CurrentFinancialInstruments2023-12-3107441522core:CurrentFinancialInstruments2022-12-3107441522core:ShareCapital2023-12-3107441522core:ShareCapital2022-12-3107441522core:SharePremium2023-12-3107441522core:SharePremium2022-12-3107441522core:RetainedEarningsAccumulatedLosses2023-12-3107441522core:RetainedEarningsAccumulatedLosses2022-12-3107441522bus:Director12023-01-012023-12-3107441522core:IntangibleAssetsOtherThanGoodwill2023-01-012023-12-3107441522core:FurnitureFittings2023-01-012023-12-3107441522core:ComputerEquipment2023-01-012023-12-31074415222022-03-012022-12-3107441522core:DevelopmentCostsCapitalisedDevelopmentExpenditure2022-12-3107441522core:DevelopmentCostsCapitalisedDevelopmentExpenditurecore:ExternallyAcquiredIntangibleAssets2023-01-012023-12-3107441522core:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-01-012023-12-3107441522core:FurnitureFittings2022-12-3107441522core:ComputerEquipment2022-12-3107441522core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2022-12-31074415222022-12-3107441522core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2023-01-012023-12-3107441522bus:PrivateLimitedCompanyLtd2023-01-012023-12-3107441522bus:SmallCompaniesRegimeForAccounts2023-01-012023-12-3107441522bus:FRS1022023-01-012023-12-3107441522bus:Audited2023-01-012023-12-3107441522bus:Director22023-01-012023-12-3107441522bus:Director32023-01-012023-12-3107441522bus:Director42023-01-012023-12-3107441522bus:CompanySecretary12023-01-012023-12-3107441522bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP