Company Registration No. 11007202 (England and Wales)
CELOX MANAGEMENT UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023
6th Floor Kings House
9-10 Haymarket
London
United Kingdom
SW1Y 4BP
CELOX MANAGEMENT UK LIMITED
CONTENTS
Page
Company information
1
Director's report
2 - 3
Independent auditor's report
4 - 7
Statement of comprehensive income
8
Statement of financial position
9 - 10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 30
CELOX MANAGEMENT UK LIMITED
COMPANY INFORMATION
- 1 -
Director
Mr Fredrik Stenmo
Company number
11007202
Registered office
1st Floor
8-10 Pollen Street
London
W1S 1NG
Auditor
TC Group
6th Floor Kings House
9-10 Haymarket
London
United Kingdom
SW1Y 4BP
CELOX MANAGEMENT UK LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

The director presents his annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the company is the provision of professional services, including advising on market research, corporate financing, budgeting, business development marketing and strategy and governance.

Results and dividends

The results for the year are set out on page 8.

No interim dividends were paid. The director does not recommend payment of a final dividend.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

Mr Fredrik Stenmo
Auditor

The auditor, TC Group, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of director's responsibilities

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the director must not approve the financial statements unless he is 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, International Accounting Standard 1 requires that directors:

 

 

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

CELOX MANAGEMENT UK LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the director has taken all the necessary steps that they ought to have taken as a director in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

 

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
Mr Fredrik Stenmo
Director
18 September 2024
CELOX MANAGEMENT UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CELOX MANAGEMENT UK LIMITED
- 4 -
Opinion

We have audited the financial statements of Celox Management UK Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion the financial statements:

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 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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

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 director is 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.

CELOX MANAGEMENT UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CELOX MANAGEMENT UK LIMITED
- 5 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the director's 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:

 

Responsibilities of director

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing the 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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.

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

 

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

CELOX MANAGEMENT UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CELOX MANAGEMENT UK LIMITED
- 6 -

Our approach was as follows:

 

 

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

 

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx. This description forms part of our auditor’s report.

 

 

CELOX MANAGEMENT UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CELOX MANAGEMENT UK LIMITED
- 7 -

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 him 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.

Robert Keen FCCA (Senior Statutory Auditor)
For and on behalf of TC Group
Statutory Auditor
Office: London
18 September 2024
2024-09-18
CELOX MANAGEMENT UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Notes
£
£
Revenue
4
250,000
250,000
Other operating income
173,649
135,894
Administrative expenses
(2,607,319)
(2,312,521)
Operating loss
5
(2,183,670)
(1,926,627)
Investment income
7
2,061,582
1,882,836
Net finance income/(cost)
9
(58,082)
(39,560)
Loss before taxation
(180,170)
(83,351)
Income tax expense
10
-
-
Loss and total comprehensive income for the year
(180,170)
(83,351)

The income statement has been prepared on the basis that all operations are continuing operations.

The notes on pages 13 to 30 form part of these financial statements
CELOX MANAGEMENT UK LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£
£
Non-current assets
Property, plant and equipment
11
784,941
1,004,673
Investments
12
12,507,742
14,570,242
13,292,683
15,574,915
Current assets
Trade and other receivables
14
177,162
118,091
Cash and cash equivalents
630,533
481,645
807,695
599,736
Total assets
14,100,378
16,174,651
Current liabilities
Trade and other payables
16
77,242
130,315
Lease liability
17
134,942
134,942
Borrowings
15
173,822
177,384
Deferred revenue
18
51,986
40,412
437,992
483,053
Net current assets
369,703
116,683
Non-current liabilities
Lease liability
17
368,774
503,716
Total liabilities
806,766
986,769
Net assets
13,293,612
15,187,882
Equity
Called up share capital
20
12,436,900
14,151,000
Share premium account
999,000
999,000
Retained earnings
(142,288)
37,882
Total equity
13,293,612
15,187,882
CELOX MANAGEMENT UK LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
The financial statements were approved and signed by the director and authorised for issue on 18 September 2024
Mr Fredrik Stenmo
Director
Company Registration No. 11007202
The notes on pages 13 to 30 form part of these financial statements
CELOX MANAGEMENT UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Share premium account
Retained earnings
Total
Notes
£
£
£
£
Balance at 1 January 2022
14,151,000
999,000
121,233
15,271,233
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
(83,351)
(83,351)
Balance at 31 December 2022
14,151,000
999,000
37,882
15,187,882
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
(180,170)
(180,170)
Redemption of shares
20
(1,714,100)
-
0
-
0
(1,714,100)
Balance at 31 December 2023
12,436,900
999,000
(142,288)
13,293,612
CELOX MANAGEMENT UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
25
(2,029,363)
(1,547,392)
Interest paid
(58,082)
(39,560)
Net cash outflow from operating activities
(2,087,445)
(1,586,952)
Investing activities
Purchase of property, plant and equipment
(35,145)
(449,837)
Proceeds on disposal of associates
2,062,500
-
0
Increase in loans and receivables
(1,714,100)
(1,000,000)
Repayment of loans and receivables
1,714,100
1,000,000
Interest received
44,107
4,015
Dividends received
2,017,475
1,878,821
Net cash generated from investing activities
4,088,937
1,432,999
Financing activities
Redemption of shares
(1,714,100)
-
0
Proceeds from borrowings
-
0
177,384
Repayment of borrowings
(3,562)
-
0
Payment of lease liabilities
(134,942)
(90,263)
Net cash (used in)/generated from financing activities
(1,852,604)
87,121
Net increase/(decrease) in cash and cash equivalents
148,888
(66,832)
Cash and cash equivalents at beginning of year
481,645
548,477
Cash and cash equivalents at end of year
630,533
481,645
CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
1
Accounting policies
Company information

Celox Management UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1st Floor, 8-10 Pollen Street, London, W1S 1NG. The principal activity of the company is the provision of professional services, including advising on market research, corporate financing, budgeting, business development marketing and strategy and governance.

1.1
Accounting convention

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, (except as otherwise stated).

 

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 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 prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

The director has at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Revenue

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties.

Revenue from contracts for the provision of professional services is recognised in the statement of comprehensive income evenly over the period of time to which they relate, with any amounts invoiced in advance being deferred and included within deferred income in creditors.

1.4
Property, plant and equipment

Property, plant and equipment 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:

Leasehold improvements
25% straight line
Fixtures and fittings
25% straight line
Computer equipment
25% straight line
Right of Use Asset
Over the term of the lease
CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -

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 income statement.

1.5
Non-current investments

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 company 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 cost.

1.6
Impairment of tangible assets

At each reporting end date, the company 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).

1.7
Fair value measurement

IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The resulting calculations under IFRS 13 affected the principles that the company uses to assess the fair value, but the assessment of fair value under IFRS 13 has not materially changed the fair values recognised or disclosed. IFRS 13 mainly impacts the disclosures of the company. It requires specific disclosures about fair value measurements and disclosures of fair values, some of which replace existing disclosure requirements in other standards.

1.8
Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held at call with banks.

1.9
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets are classified into specified categories. The classification depends on the nature and purpose of the financial assets and is determined at the time of recognition.

 

The company determines the classification of its financial assets at initial recognition. Financial assets are recognized initially at fair value, normally being the transaction price plus directly attributable transaction costs. The subsequent measurement of financial assets depends on their classification, as set out below. The company derecognizes financial assets when the contractual rights to the cash flows expire or the rights to receive cash flows have been transferred to a third party along with substantially all of the risks and rewards or control of the asset.

CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
Loans and receivables

Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.

 

Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.

Impairment of financial assets

Financial assets, other than those at fair value through profit or 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 of the investment have been affected.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.10
Financial liabilities

Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue 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.

CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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 income statement, 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.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Leases

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

 

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

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.

CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
2
Adoption of new and revised standards and changes in accounting policies

In the current year, the company has adopted new and revised Standards and Interpretations issued by the IASB.

 

The adoption of the following Standards has not had any material impact on the disclosures or on the amounts reported in these financial statements:

IFRS 17 - Insurance Contracts
This standard sets out the the principle for recognition, measurement, presentation and disclosure of insurance contracts. This does not impact the company's reported position.
Amendment to IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting Policies
These amendments revise the requirements for the presentation of the financial statements. This does not impact the company's reported position.
Amendment to IAS 8 - Definition of accounting estimates
This amendment introduced the definition of accounting estimates and included other amendments to IAS 8 to help entities distinguish changes in accounting estimates from changes in accounting policies. This does not impact the company's reported postion.
Amendments to IAS 12 - Deferred Tax related to assets and liabilities from a single transaction
This amendment clarifies how companies should account for deferred tax on certain transactions, e.g. leases and decommissioning provisions. This does not impact the company's reported position.
Amendments to IAS 12 - International Tax Reform, Pillar Two Model Rules
The amendments introduce a relief from deferred tax accounting for the global minimum top-up tax under Pillar Two, and new disclosure requirements. This does not impact the company's reported position.
CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Adoption of new and revised standards and changes in accounting policies
(Continued)
- 19 -
Standards which are in issue but not yet effective

At the date of authorisation of these financial statements, the following Standards and Interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the EU):

Amendments to IAS 1
Non-current Liabilities with covenants and Classification of Liabilities as Current or Non-current
Amendments to IFRS 16
Lease Liability in a Sale and Leaseback
Amendements to IAS 7 and IFRS 7
Supplier Finance Arrangements
IFRS S1 and IFRS S2
General Requirements for Disclosure of Sustainability-related Financial Information and Climate-related Disclosures
Amendments to IAS 21
Lack of exchangeability
3
Critical accounting estimates and judgements

In the application of the company’s accounting policies, the director is 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, if the revision affects only that period, or in the period of the revision and future periods if 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 outlined below.

Valuation and impairment of non current investments

The key judgement is in respect of the potential impairment of the company’s investments.  The director considers the performance of the companies in which the investments are held, and whether there are any factors which would indicate that an impairment adjustment is required.  As at 31 December 2022 the director had not identified any impairment indicators and so no adjustment was required.

CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
4
Revenue
2023
2022
£
£
Revenue analysed by class of business
Turnover from rendering of services
250,000
250,000
5
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange losses/(gains)
32,398
(30,936)
Fees payable to the company's auditor for the audit of the company's financial statements
13,500
12,100
Depreciation of property, plant and equipment
254,616
134,343
Loss on disposal of property, plant and equipment
261
75,225
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was 6.

2023
2022
Number
Number
8
6

Their aggregate remuneration comprised:

2023
2022
£
£
Wages and salaries
1,586,973
1,393,674
Social security costs
217,514
197,817
Pension costs
20,479
5,095
1,824,966
1,596,586
CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
(Continued)
- 21 -
7
Investment income
2023
2022
£
£
Interest income
Bank deposits
43,745
4,015
Other interest income
362
-
0
Total interest revenue
44,107
4,015
Dividends received
1,937,472
1,846,009
Other investment income
80,003
32,812
2,061,582
1,882,836

Other investment income relates to interest receivable by the company on loans provided to an associated company.

 

Other interest income received in the prior year relates to interest receivable by the company on a loan provided to a fellow subsidiary, Celox Holding Cyprus Ltd.

 

Total interest income from financial assets that are not held at fair value through profit or loss is £43,745 (2022 - £4,015).

The dividends were received from Celox Olympos Ltd, a fellow subsidiary in the group and a company in which Celox Management UK Limited holds the preference shares.

8
Director's remuneration
2023
2022
£
£
Remuneration for qualifying services
250,000
200,000
9
Finance costs
2023
2022
£
£
Interest on lease liabilities
45,758
32,045
(Profit)/Loss on foreign exchange on loan
12,324
7,515
Total interest expense
58,082
39,560
CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
10
Income tax expense

The charge for the year can be reconciled to the loss per the income statement as follows:

2023
2022
£
£
Loss before taxation
(180,170)
(83,351)
Expected tax charge/(credit) based on a corporation tax rate of 0% (2022: 19.00%)
-
0
(15,837)
Effect of expenses not deductible in determining taxable profit
-
0
27,183
Income not taxable
-
0
(350,742)
Unutilised tax losses carried forward
-
0
400,203
Permanent capital allowances in excess of depreciation
-
0
(60,807)
Taxation charge for the year
-
-

There are circa £6.7m of tax losses carried forward for offset against future taxable profits, which have not been recognised as a deferred tax asset.

11
Property, plant and equipment
Leasehold improvements
Fixtures and fittings
Computer equipment
Right of Use Asset
Total
£
£
£
£
£
Cost
At 1 January 2022
267,059
31,280
34,414
300,897
633,650
Additions
315,923
117,889
16,025
667,184
1,117,021
Disposals
(267,059)
-
0
(550)
(300,897)
(568,506)
At 31 December 2022
315,923
149,169
49,889
667,184
1,182,165
Additions
-
0
25,690
9,455
-
0
35,145
Disposals
-
0
-
0
(5,598)
-
0
(5,598)
At 31 December 2023
315,923
174,859
53,746
667,184
1,211,712
CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Property, plant and equipment
Leasehold improvements
Fixtures and fittings
Computer equipment
Right of Use Asset
Total
£
£
£
£
£
(Continued)
- 23 -
Accumulated depreciation and impairment
At 1 January 2022
261,430
29,072
20,256
225,672
536,430
Charge for the year
33,012
15,723
7,374
78,234
134,343
Eliminated on disposal
(267,059)
-
0
(550)
(225,672)
(493,281)
At 31 December 2022
27,383
44,795
27,080
78,234
177,492
Charge for the year
79,923
32,441
8,815
133,437
254,616
Eliminated on disposal
-
0
-
0
(5,337)
-
0
(5,337)
At 31 December 2023
107,306
77,236
30,558
211,671
426,771
Carrying amount
At 31 December 2023
208,617
97,623
23,188
455,513
784,941
At 31 December 2022
288,540
104,374
22,809
588,950
1,004,673
At 31 December 2021
5,629
2,208
14,158
75,225
97,220
12
Investments
Current
Non-current
2023
2022
2023
2022
£
£
£
£
Investments in associates
-
0
-
0
12,507,742
14,570,242

In December 2022, Celox Management UK Limited provided a long term loan of £1m to an associated company.

 

The loan is unsecured and interest is charged at 8% per annum. The loan was outstanding in full at the year end.

CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
13
Associates

Details of the company's associates at 31 December 2023 are as follows:

Name of undertaking
Country of incorporation
Ownership interest (%)
Voting power held (%)
Nature of business
Blinkbushe Limited
United Kingdom
0
0
Investment holding company
Selbey Anderson Ltd
United Kingdom
49.99
49.99
Marketing agency
14
Trade and other receivables
2023
2022
£
£
VAT recoverable
4,478
6,506
Other receivables
108,305
28,561
Prepayments
64,379
83,024
177,162
118,091

Other receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost.

15
Borrowings
2023
2022
£
£
Borrowings held at amortised cost:
Loans from fellow group undertakings
173,822
177,384
16
Trade and other payables
Current
2023
2022
£
£
Trade payables
36,629
37,800
Accruals
24,215
12,392
Social security and other taxation
-
0
65,765
Other payables
16,398
14,358
77,242
130,315
CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
17
Lease liabilities
2023
2022
Maturity analysis
£
£
Within one year
134,942
134,942
In two to five years
368,774
503,716
Total undiscounted liabilities
503,716
638,658

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2023
2022
£
£
Current liabilities
134,942
134,942
Non-current liabilities
368,774
503,716
503,716
638,658
2023
2022
Amounts recognised in profit or loss include the following:
£
£
Interest on lease liabilities
45,758
32,045
18
Deferred revenue
2023
2022
£
£
Arising from services
51,986
40,412
Analysis of deferred revenue

Deferred revenues are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2023
2022
£
£
Current liabilities
51,986
40,412
CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
19
Retirement benefit schemes
Defined contribution schemes

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

The total costs charged to income in respect of defined contribution pension schemes is £20,479.

20
Share capital
2023
2022
£
£
Ordinary share capital
Issued and fully paid
12,436,900 Ordinary shares of £1 each
12,436,900
14,151,000
12,436,900
14,151,000


In the previous year, the company's share capital was reduced from £14,151,000 to £12,436,900 and such reduction was effected by cancelling 1,714,100 ordinary shares of £1 each in the capital of the company.

 

 

21
Events after the reporting date

The following events have occurred after 31 December 2023. Under IFRS these events are not considered to be an adjusting subsequent event in the context of these financial statements, but are significant enough to warrant specific disclosure as they may impact future periods.

 

Reduction in share capital

In July 2024, the company's share capital was reduced from £12,436,900 to £4,978,900 by cancelling 7,458,000 ordinary shares of £1 each.

CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
22
Financial risk management objectives and policies

The company uses financial instruments, other than derivatives, comprising cash, short term borrowings, trade creditors and trade debtors, which arise directly from its activities. The main purpose of these financial instruments is to raise finance to fund the company's operations.

 

The company is exposed to foreign currency, interest rate, credit and liquidity risks arising from its business. The company's risk management approach seeks to minimise the potential material adverse effects from these exposures. As a whole, Management has implemented risk management policies and guidelines which set out its tolerance of risk and its general risk management philosophy.

Foreign currency risk

The company is exposed to foreign currency on its investments denominated in foreign currencies and in relation to transactions, also denominated in foreign currencies. The foreign currency risk is monitored regularly by management.

 

Interest rate risk

The company manages its interest rate risk exposure by setting its own interest rates on group borrowings.

 

Going concern and liquidity risk

In considering going concern and liquidity risk, the director has reviewed the company's future cash requirements and earnings projections. The director believes these forecasts have been prepared on a prudent basis and has also considered the impact of the range of potential changes to trading performance. The director has concluded that the company should be able to operate within its current facilities for the foreseeable future and therefore believes it is appropriate to prepare the financial statements on a going concern basis.

Capital management
The company's objectives when managing capital are to safeguard the company's ability to continue as a going concern in order to provide returns for the shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
22
Financial risk management objectives and policies
(Continued)
- 28 -
Credit risk
Credit risk arises from cash and cash equivalents, receivables from related parties and other receivables.
(i) Risk management
For banks and financial institutions, only independently rated parties with a minimum rating of 'Caa' are accepted. If debtors are independently rated, these ratings are used. Otherwise, if there is no independent rating, management assesses the credit quality of the debtor, taking into account its financial position, past experience and other factors.
(ii) Impairment of financial assets
The Company has the following types of financial assets that are subject to the expected credit loss model:
• trade receivables
• cash and cash equivalents
Trade receivables  (Current)
The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. The Company defines default as a situation when the debtor is more than 90 days past due on its contractual payments.
No allowance for expected credit losses has been recognized on trade receivables, because the majority of trade receivables is collected within the subsequent events period, hence this is considered to be indicative of the facts and circumstances existing at the year-end.
Cash and cash equivalents
No allowance for ECL has been recognised on cash and cash equivalents because these represent bank current accounts on which the contractual period that the Company is exposed to credit risk is only 1 day. Consequently, the resulting allowance for ECL is not material.
CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
23
Related party transactions
Other transactions with related parties

During the year the company entered into the following transactions with fellow subsidiary undertakings within the group headed by Celox Group Ltd:

Sale of services
2023
2022
£
£
Fellow subsidiary undertakings
-
0
250,000

 

 

24
Controlling party

The ultimate parent undertaking is Celox Group Ltd which is incorporated in Cyprus. The registered office is: Eirinis, 119, 3041, Limassol, Cyprus.

 

The smallest and largest group of which the company is a member and for which consolidated accounts are prepared is Celox Group Ltd. Copies of the consolidated accounts of Celox Group Ltd can be obtained from the company's registered office: Eirinis, 119, 3041, Limassol, Cyprus.

The ultimate controlling party is the Jonas and Christina Af Jochnick Foundation incorporated in Liechtenstein.

CELOX MANAGEMENT UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
25
Cash absorbed by operations
2023
2022
£
£
Loss for the year after tax
(180,170)
(83,351)
Adjustments for:
Finance costs
58,082
39,560
Investment income
(2,061,582)
(1,882,836)
Loss on disposal of property, plant and equipment
261
75,225
Depreciation and impairment of property, plant and equipment
254,616
134,343
Movements in working capital:
(Increase)/decrease in trade and other receivables
(59,071)
17,055
(Decrease)/increase in trade and other payables
(53,073)
112,200
Increase in deferred revenue outstanding
11,574
40,412
Cash absorbed by operations
(2,029,363)
(1,547,392)
2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 2024.210Mr Fredrik Stenmofalse110072022023-01-012023-12-3111007202bus:Director12023-01-012023-12-3111007202bus:RegisteredOffice2023-01-012023-12-31110072022023-12-3111007202core:ContinuingOperations2023-01-012023-12-31110072022022-01-012022-12-3111007202core:ContinuingOperations2022-01-012022-12-3111007202core:RetainedEarningsAccumulatedLosses2023-01-012023-12-3111007202core:RetainedEarningsAccumulatedLosses2022-01-012022-12-31110072022022-12-3111007202core:Non-currentFinancialInstruments2023-12-3111007202core:Non-currentFinancialInstruments2022-12-31110072022022-12-31110072022021-12-3111007202core:CurrentFinancialInstruments2023-12-3111007202core:CurrentFinancialInstruments2022-12-3111007202core:ShareCapital2023-12-3111007202core:ShareCapital2022-12-3111007202core:SharePremium2023-12-3111007202core:SharePremium2022-12-3111007202core:RetainedEarningsAccumulatedLosses2023-12-3111007202core:RetainedEarningsAccumulatedLosses2022-12-3111007202core:SharePremium2021-12-3111007202core:OtherMiscellaneousReserve2021-12-3111007202core:ShareCapitalOrdinaryShares2023-12-3111007202core:ShareCapitalOrdinaryShares2022-12-3111007202core:ShareCapital2023-01-012023-12-3111007202core:SharePremium2023-01-012023-12-3111007202core:LoansReceivables2023-01-012023-12-3111007202core:LandBuildingscore:LeasedAssetsHeldAsLessee2021-12-3111007202core:FurnitureFittings2021-12-3111007202core:ComputerEquipment2021-12-3111007202core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2021-12-3111007202core:LandBuildingscore:LeasedAssetsHeldAsLessee2022-12-3111007202core:FurnitureFittings2022-12-3111007202core:ComputerEquipment2022-12-3111007202core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2022-12-3111007202core:LandBuildingscore:LeasedAssetsHeldAsLessee2023-12-3111007202core:FurnitureFittings2023-12-3111007202core:ComputerEquipment2023-12-3111007202core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2023-12-3111007202core:LandBuildingscore:LeasedAssetsHeldAsLessee2022-01-012022-12-3111007202core:FurnitureFittings2022-01-012022-12-3111007202core:ComputerEquipment2022-01-012022-12-3111007202core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2022-01-012022-12-3111007202core:LandBuildingscore:LeasedAssetsHeldAsLessee2023-01-012023-12-3111007202core:FurnitureFittings2023-01-012023-12-3111007202core:ComputerEquipment2023-01-012023-12-3111007202core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment2023-01-012023-12-3111007202bus:OrdinaryShareClass12023-12-3111007202bus:OrdinaryShareClass12023-01-012023-12-311100720212023-01-012023-12-3111007202core:OtherRelatedPartiescore:SaleOrPurchaseGoods2023-12-3111007202core:OtherRelatedPartiescore:SaleOrPurchaseGoods2022-12-3111007202bus:PrivateLimitedCompanyLtd2023-01-012023-12-3111007202bus:Audited2023-01-012023-12-3111007202bus:FullIFRS2023-01-012023-12-3111007202bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP