HELIOSX HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Company Registration No. 10852429 (England and Wales)
HELIOSX HOLDINGS LIMITED
COMPANY INFORMATION
Directors
D G D'Souza
L S Picardo
(Appointed 1 July 2024)
S Peak
(Appointed 11 October 2024)
Company number
10852429
Registered office
c/o Dermatica
87a Worship Street
London
EC2A 2BE
Auditor
DSG Audit
Castle Chambers
43 Castle Street
Liverpool
L2 9TL
HELIOSX HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 33
HELIOSX HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Review of the business
The group has continued to trade successfully during the year with revenue increasing from £43.1m to £60.1m. Although the group has continued to be loss making during the period, this was due to further investment to drive growth. The group expects further revenue growth in 2024 as it continues to invest in the brands it controls.
Principal risks and uncertainties
The group considers the current difficult economic environment as the principal business risk. The group's policy is to effectively manage working capital in order to continue operating and mitigate any such risks. The group trades controlled pharmaceutical products subject to relevant regulations. The risk of non-compliance with those regulations is addressed through continuous monitoring of the regulatory environment and ongoing internal reviews to ensure compliance by suitably qualified individuals.
The company is the ultimate holding company that supports a group of operational companies, each with their own principal risks and uncertainties. The key risk to HeliosX Holdings Limited is the performance of its 100% wholly owned subsidiaries. The directors assess, actively manage and have policies in place to mitigate key identified group risks.
Key performance indicators and future developments
The group is currently focused on growing the brands that it controls, therefore revenue growth (39% in 2023) is considered a key performance indicator. Cash holding of the group is also a key performance indicator to ensure that the group can continue to fund growth and manage business risks. Cash balance at the end of 2023 was £4.5m compared to £3.2m at the end of 2022. Looking ahead to 2024, the group has continued to expand it's product offering and expects this to drive further growth in the coming years.
D G D'Souza
Director
15 November 2024
HELIOSX HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the group is that of providing consumer health services. The principal activity of the company continued to be that of a holding company.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid in the year (2022: £nil). The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
D G D'Souza
L S Picardo
(Appointed 1 July 2024)
S Peak
(Appointed 11 October 2024)
Financial risk management objectives and policies
The group's operations expose it to a variety of financial risks that principally include the effects of changes in price risk, credit risk, liquidity risk and interest rate risk. The group has a risk management programme in place that seeks to limit the adverse effects on the financial performance of the group of all identified risks.
Price risk
The group is exposed to commodity price risk as a result of its operations. However, the cost of managing exposure through the use of hedging instruments to price risk exceed any potential benefits.
Credit risk
As the group primarily trades direct with consumers and does not provide credit, the group is not exposed to credit risk.
Liquidity risk
The group currently has no requirement for formal debt finance and holds no interest bearing liabilities. When the group has a requirement for funds for operations and planned expansions then this is supported by available group and related party resources.
Auditor
DSG resigned as auditor on to the group and parent company on 11 September 2024 as the auditor underwent a restructure. DSG Audit were appointed as auditor to the group and parent company on 11 September 2024, and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
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 auditor of the company and group is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company and group is aware of that information.
Strategic report
The company and group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the director's report. It has done so in respect of the business review, principal risks and uncertainties, and future developments.
HELIOSX HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
On behalf of the board
D G D'Souza
Director
15 November 2024
HELIOSX HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
The directors are responsible for preparing the Annual 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then 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 ;
prepare the on the going concern basis unless it is inappropriate to presume that the group and 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
HELIOSX HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF HELIOSX HOLDINGS LIMITED
- 5 -
Opinion
We have audited the financial statements of HeliosX Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group 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 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 and parent 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 directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
HELIOSX HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF HELIOSX HOLDINGS LIMITED
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group and 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 parent company or to cease operations, or have 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. 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.
Discussions were held with, and enquiries made of, management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the group and parent company.
The following laws and regulations were identified as being of significance to the group and parent company:
Those laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards, company law, tax and pensions legislation, and distributable profits legislation.
Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the group financial statements which include compliance with General Pharmaceutical Council regulations, Care Quality Commission under the Health and Social Care Act 2008, and the Medicines and Healthcare products Regulatory Agency. It is considered that there are no fundamental laws and regulations for which non-compliance may be fundamental to the operating aspects of the parent company.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the group and parent company complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.
HELIOSX HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF HELIOSX HOLDINGS LIMITED
- 7 -
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the group and parent company’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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.
Laura Leslie BSc ACA (Senior Statutory Auditor)
For and on behalf of DSG Audit
15 November 2024
Chartered Accountants
Statutory Auditor
Castle Chambers
43 Castle Street
Liverpool
L2 9TL
HELIOSX HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
Notes
£
£
Turnover
3
60,107,754
43,144,635
Cost of sales
(46,921,876)
(35,571,449)
Gross profit
13,185,878
7,573,186
Administrative expenses
(14,676,766)
(10,695,375)
Other operating income
3
2,682
123,096
Operating loss
4
(1,488,206)
(2,999,093)
Interest receivable and similar income
8
876
46,571
Interest payable and similar expenses
9
(625)
(1,311)
Change in fair value of assets
10
-
61,367
Loss before taxation
(1,487,955)
(2,892,466)
Tax on loss
11
214,758
280,611
Loss for the financial year
(1,273,197)
(2,611,855)
Other comprehensive income
Currency translation differences
110,783
(167,721)
Total comprehensive income for the year
(1,162,414)
(2,779,576)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
HELIOSX HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
12
5,624,458
3,018,519
Other intangible assets
12
637,440
5,729
Total intangible assets
6,261,898
3,024,248
Tangible assets
13
293,958
368,642
6,555,856
3,392,890
Current assets
Stocks
16
2,102,257
1,759,868
Debtors
17
3,156,437
6,854,523
Cash at bank and in hand
4,512,990
3,241,734
9,771,684
11,856,125
Creditors: amounts falling due within one year
18
(6,083,877)
(4,670,500)
Net current assets
3,687,807
7,185,625
Total assets less current liabilities
10,243,663
10,578,515
Provisions for liabilities
Deferred tax liability
19
63,453
88,260
(63,453)
(88,260)
Net assets
10,180,210
10,490,255
Capital and reserves
Called up share capital
22
102
102
Share premium account
22
8,875
3,267
Share-based payment reserve
21
1,195,365
495,604
Other reserves
147,000
Profit and loss reserves
8,828,868
9,991,282
Total equity
10,180,210
10,490,255
The financial statements were approved by the board of directors and authorised for issue on 15 November 2024 and are signed on its behalf by:
15 November 2024
D G D'Souza
Director
HELIOSX HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
14
1,496,082
495,921
Current assets
Debtors
17
12,933,600
13,570,375
Cash at bank and in hand
1,612,749
1,633,196
14,546,349
15,203,571
Creditors: amounts falling due within one year
18
(9,410,833)
(9,912,134)
Net current assets
5,135,516
5,291,437
Net assets
6,631,598
5,787,358
Capital and reserves
Called up share capital
22
102
102
Share premium account
22
8,875
3,267
Share-based payment reserve
21
1,195,365
495,604
Other reserves
147,000
Profit and loss reserves
5,280,256
5,288,385
Total equity
6,631,598
5,787,358
As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was £8,129 (2022 - £6,656 loss).
The financial statements were approved by the board of directors and authorised for issue on 15 November 2024 and are signed on its behalf by:
15 November 2024
D G D'Souza
Director
Company Registration No. 10852429
HELIOSX HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Share premium account
Share-based payment reserve
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2022
102
185,415
12,770,858
12,956,375
Year ended 31 December 2022:
Loss for the year
-
-
-
-
(2,611,855)
(2,611,855)
Other comprehensive income:
Currency translation differences
-
-
-
-
(167,721)
(167,721)
Total comprehensive income for the year
-
-
-
-
(2,779,576)
(2,779,576)
Issue of share capital
22
3,267
-
-
-
3,267
Parent company capital contribution for equity settled share-based payments
21
-
-
310,189
-
-
310,189
Balance at 31 December 2022
102
3,267
495,604
9,991,282
10,490,255
Year ended 31 December 2023:
Loss for the year
-
-
-
-
(1,273,197)
(1,273,197)
Other comprehensive income:
Currency translation differences
-
-
-
-
110,783
110,783
Total comprehensive income for the year
-
-
-
-
(1,162,414)
(1,162,414)
Issue of share capital
22
5,608
-
-
-
5,608
Parent company capital contribution for equity settled share-based payments
21
-
-
699,761
-
-
699,761
Other movements
-
-
-
147,000
-
147,000
Balance at 31 December 2023
102
8,875
1,195,365
147,000
8,828,868
10,180,210
HELIOSX HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Share premium account
Share-based payment reserve
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2022
102
185,415
5,295,041
5,480,558
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
-
-
(6,656)
(6,656)
Issue of share capital
22
3,267
-
-
-
3,267
Parent company capital contribution for equity settled share-based payments
21
-
-
310,189
-
-
310,189
Balance at 31 December 2022
102
3,267
495,604
5,288,385
5,787,358
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
-
-
(8,129)
(8,129)
Issue of share capital
22
5,608
-
-
-
5,608
Parent company capital contribution for equity settled share-based payments
21
-
-
699,761
-
-
699,761
Other movements
-
-
-
147,000
-
147,000
Balance at 31 December 2023
102
8,875
1,195,365
147,000
5,280,256
6,631,598
HELIOSX HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
26
133,897
(2,654,634)
Interest paid
(625)
(1,311)
Income taxes refunded/(paid)
351,060
(279,159)
Net cash inflow/(outflow) from operating activities
484,332
(2,935,104)
Investing activities
Net cash (outflow)/inflow on acquisitions
(74,465)
343,298
Purchase of intangible assets
(627,467)
-
Purchase of tangible fixed assets
(44,060)
(99,332)
Proceeds from disposal of tangible fixed assets
11,832
3,611
Proceeds from disposal of investments
-
979,046
Interest received
876
-
Net cash (used in)/generated from investing activities
(733,284)
1,226,623
Financing activities
Proceeds from issue of shares
5,608
3,267
Proceeds from funds introduced by related parties
26
1,514,600
1,003,067
Net cash generated from financing activities
1,520,208
1,006,334
Net increase/(decrease) in cash and cash equivalents
1,271,256
(702,147)
Cash and cash equivalents at beginning of year
3,241,734
3,943,881
Cash and cash equivalents at end of year
4,512,990
3,241,734
HELIOSX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
1
Accounting policies
Company information
HeliosX Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is c/o Dermatica, 87a Worship Street, London, EC2A 2BE.
The group consists of HeliosX Holdings Limited and all of its subsidiaries.
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.
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 £1.
The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The parent company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
1.2
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
HELIOSX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company HeliosX Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
1.4
Going concern
The directors, following a review of forecasts and the group's current financial position, believes that the group and parent company has sufficient resources to meet its obligations when they fall due. The directors are therefore of the opinion that the group and parent company should continue to adopt the going concern basis of accounting in preparing the annual financial statements.
1.5
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods provided in the normal course of business, and is shown net of VAT and other sales related taxes.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.6
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.
1.7
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.
1.8
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.
HELIOSX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
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:
Patents and licences
10 years
Other intangibles
15 years
Intellectual Property
3 years
1.9
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:
Plant and machinery
25% reducing balance
Fixtures and fittings
25% reducing balance
Computer equipment
25% reducing balance
Motor vehicles
25% reducing balance
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
1.10
Fixed asset investments
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.11
Impairment of fixed assets
At each reporting period end date, the group 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.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
HELIOSX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.12
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.13
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.14
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
HELIOSX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 group after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.15
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
1.16
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 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
HELIOSX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
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 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.
1.17
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.18
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.19
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the subsidiary as a capital contribution, and presented as an increase in the parent company’s investment in that subsidiary.
1.20
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 leased asset are consumed.
1.21
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.
HELIOSX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Determining and reassessing residual values and useful economic lives of tangible and intangible assets
The group depreciates tangible fixed assets, and amortises intangible fixed assets, over their estimated useful lives. In determining appropriate useful lives of assets, the directors have considered historic performance as well as future expectations for factors such as expected usage of the asset, physical wear and tear, technical and commercial obsolescence and legal limitations of the usage of the asset, such as lease terms. The actual lives of these assets can vary depending on a variety of factors, including technological innovation, product life cycles and maintenance programmes.
Judgement is applied to determine the residual values for tangible and intangible fixed assets. When determining the residual values, the directors have assessed the amount that the group would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful economic life. At each reporting date, the directors have also assessed whether there have been any indicators, such as a change in how the asset is used, significant unexpected wear and tear and changes in market prices, which suggest previous estimates may differ from current expectations. Where this is the case, the residual value and/or useful life is amended and accounted for on a prospective basis.
Recoverability of connected company debt
The group and parent company maintain a provision for the impairment of debt to account for estimated losses from the inability of repayment from a subsidiary or related party. When evaluating the adequacy of a provision for impairment of debt, management based its estimations on current performance and likely net asset position before the subsidiary or related party's operations cease and/or is liquidated. While the provision is based on management's best knowledge of the circumstances at the date of signing the accounts, the process will not be enacted for several months and therefore the assumptions on its final balance sheet position carries an inherent level of estimation uncertainty.
Determining fair value of share options
In calculating the share based payment charge there is estimation uncertainty surrounding the assumptions used for the inputs to the Black Scholes option pricing model from which the fair value charge is derived. These are the expected volatility, expected life and risk-free rate for the share options.
3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Sale of goods
60,107,754
43,144,635
HELIOSX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 21 -
2023
2022
£
£
Turnover analysed by geographical market
UK
27,135,705
22,102,448
Rest of Europe
187,358
261,383
Rest of the world
32,784,691
20,780,804
60,107,754
43,144,635
2023
2022
£
£
Other revenue
Management fees receivable
-
116,273
Sundry income
2,682
6,823
2,682
123,096
4
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange losses/(gains)
153,917
(229,294)
Research and development costs
199,145
12,305
Depreciation of owned tangible fixed assets
105,578
139,694
Loss on disposal of tangible fixed assets
1,334
685
Amortisation of intangible assets
885,071
348,630
Stocks impairment losses recognised or reversed
17,433
Operating lease charges
399,739
330,098
Exchange differences recognised in profit or loss during the year, except for those arising on financial instruments measured at fair value through profit or loss, amounted to a loss of £153,839 (2022: gain of £229,294).
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
7,000
6,500
Audit of the financial statements of the company's subsidiaries
51,050
33,500
58,050
40,000
HELIOSX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
5
Auditor's remuneration
(Continued)
- 22 -
In the current and prior year, auditor's remuneration was borne by Medexpress Enterprises Limited on behalf of the group, which consists of the parent company, HeliosX Holdings Limited, and fellow subsidiary undertakings; Levity Healthcare Limited (previously RocketRX UK Limited, and Bloom and Halo Ltd), Central Medical Solutions Ltd, Dermatica Ltd, Avianta Holdings Ltd, and Avianta Pharma Limited.
6
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Direct staff
71
48
-
-
Administrative staff
102
76
-
-
Directors
1
1
-
-
Total
174
125
Their aggregate remuneration comprised:
Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
10,239,478
6,341,231
Social security costs
1,072,151
752,655
-
-
Pension costs
224,994
135,435
11,536,623
7,229,321
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
9,077
8,495
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0 (2022: 0).
HELIOSX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
772
Other interest income
104
46,571
876
46,571
9
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
433
1,311
Other interest on financial liabilities
192
-
Total finance costs
625
1,311
10
Amounts written off investments
2023
2022
£
£
Fair value gains/(losses) on financial instruments
Gain on financial assets held at fair value through profit or loss
-
61,367
11
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
(18,836)
Adjustments in respect of prior periods
(182,483)
Total current tax
(18,836)
(182,483)
Deferred tax
Origination and reversal of timing differences
(20,982)
(20,581)
Deferred tax on share-based payments charge
(174,940)
(77,547)
Total deferred tax
(195,922)
(98,128)
Total tax credit
(214,758)
(280,611)
HELIOSX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Taxation
(Continued)
- 24 -
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Loss before taxation
(1,487,955)
(2,892,466)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
(349,967)
(549,569)
Tax effect of expenses that are not deductible in determining taxable profit
409,940
72,531
Unutilised tax losses carried forward
422,130
Adjustments in respect of prior years
(182,483)
Group relief
(263,162)
Other non-reversing differences
(11,569)
(43,220)
Taxation credit
(214,758)
(280,611)
12
Intangible fixed assets
Group
Goodwill
Patents and licences
Other intangibles
Intellectual Property
Total
£
£
£
£
£
Cost
At 1 January 2023
3,653,977
2,259
4,609
3,660,845
Additions
3,702
623,765
627,467
Additions - separately acquired (note 23)
3,271,309
223,945
3,495,254
At 31 December 2023
6,925,286
2,259
8,311
847,710
7,783,566
Amortisation and impairment
At 1 January 2023
635,458
1,084
55
636,597
Amortisation charged for the year
665,370
293
219,408
885,071
At 31 December 2023
1,300,828
1,377
55
219,408
1,521,668
Carrying amount
At 31 December 2023
5,624,458
882
8,256
628,302
6,261,898
At 31 December 2022
3,018,519
1,175
4,554
3,024,248
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
HELIOSX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
13
Tangible fixed assets
Group
Plant and machinery
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2023
96,347
502,323
195,238
31,490
825,398
Additions
8,196
35,864
44,060
Disposals
(435)
(31,490)
(31,925)
At 31 December 2023
96,347
510,519
230,667
837,533
Depreciation and impairment
At 1 January 2023
43,965
315,994
82,282
14,515
456,756
Depreciation charged in the year
15,811
54,489
31,034
4,244
105,578
Eliminated in respect of disposals
(18,759)
(18,759)
At 31 December 2023
59,776
370,483
113,316
543,575
Carrying amount
At 31 December 2023
36,571
140,036
117,351
293,958
At 31 December 2022
52,382
186,329
112,956
16,975
368,642
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
14
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
15
300,717
317
Capital contribution
24
1,195,365
495,604
1,496,082
495,921
HELIOSX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
14
Fixed asset investments
(Continued)
- 26 -
Movements in fixed asset investments
Company
Shares in subsidiaries
Capital contribution
Total
£
£
£
Cost or valuation
At 1 January 2023
317
495,604
495,921
Additions
300,400
699,761
1,000,161
At 31 December 2023
300,717
1,195,365
1,496,082
Carrying amount
At 31 December 2023
300,717
1,195,365
1,496,082
At 31 December 2022
317
495,604
495,921
15
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Levity Healthcare Limited (previously RocketRX UK Limited, and Bloom and Halo Ltd)
87a Worship Street, London, England, EC2A 2BE
Ordinary
100.00
Dermatica Ltd
87a Worship Street, London, England, EC2A 2BE
Ordinary
100.00
Medexpress Enterprises Ltd
87a Worship Street, London, England, EC2A 2BE
Ordinary
100.00
Central Medical Solutions Ltd
87a Worship Street, London, England, EC2A 2BE
Ordinary
100.00
HeliosX Diagnostics Ltd
87a Worship Street, London, England, EC2A 2BE
Ordinary
100.00
ZipHealth Services Inc.
1876 Doctor Andres Way STE 83, Delray Beach, Florida, United States
Ordinary
100.00
Rocket RX Inc.
16192 Coastal Highway, Lewes, Delaware 19958, United States
Ordinary
100.00
Avianta Holdings Ltd*
87a Worship Street, London, England, EC2A 2BE
Ordinary
100.00
Avianta Pharma Limited*
87a Worship Street, London, England, EC2A 2BE
Ordinary
100.00
Avianta Pharma EU Limited*
Inniscarra, Main Street, Rathcoole, Dublin, Ireland
Ordinary
100.00
Levity Healthcare Inc.
16192 Coastal Highway, Lewes, Delaware 19958, United States
Ordinary
100.00
Subsidiaries denoted with '*' were acquired by HeliosX Holdings Limited during the year.
16
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Raw materials and consumables
346,971
379,529
-
-
Finished goods and goods for resale
1,755,286
1,380,339
2,102,257
1,759,868
-
-
HELIOSX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
16
Stocks
(Continued)
- 27 -
The stock provision at the year end is £nil (2022: £17,433).
17
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
644,454
277,313
Corporation tax recoverable
332,223
Amounts owed by group undertakings
-
-
11,863,545
9,340,545
Other debtors
1,797,286
5,217,573
1,070,055
4,127,453
Prepayments and accrued income
405,913
889,744
102,377
2,847,653
6,716,853
12,933,600
13,570,375
Included within trade debtors is an amount of £637,014 (2022: £277,313) that relates to cash due to be paid out by website payment processing providers.
Amounts owed by group undertakings are unsecured, interest free, and repayable on demand.
Amounts falling due after more than one year:
Deferred tax asset (note 19)
308,784
137,670
Total debtors
3,156,437
6,854,523
12,933,600
13,570,375
18
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Trade creditors
1,001,598
1,107,662
Amounts owed to group undertakings
6,073,206
8,055,374
Other taxation and social security
313,446
293,166
-
-
Other creditors
3,425,224
2,687,857
3,337,627
1,856,760
Accruals and deferred income
1,343,609
581,815
6,083,877
4,670,500
9,410,833
9,912,134
Amounts owed to group undertakings are unsecured, interest free, and payable on demand.
HELIOSX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
19
Deferred taxation
The following are the major deferred tax liabilities recognised by the group and company, and movements thereon:
Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Group
£
£
£
£
Accelerated capital allowances
63,453
88,260
-
-
Share based payments
-
-
298,841
123,901
Other
-
-
9,943
13,769
63,453
88,260
308,784
137,670
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Asset at 1 January 2023
(49,410)
-
Credit to profit or loss
(195,921)
-
Net asset at 31 December 2023
(245,331)
-
The deferred tax asset set out above relates to a share based payment charge in the year and is expected to reverse at the end of the vesting period (expected to be four years). The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
20
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
224,994
135,435
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. The outstanding contributions at the reporting date amounted to £50,991 (2022: £55,075).
HELIOSX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
21
Share-based payment transactions
The parent company, HeliosX Holdings Limited, has invited employees and some contractors within the group to participate in a share option scheme.
In accordance with Financial Reporting Standard 102, a charge is recognised in the statement of comprehensive income of the subsidiary undertaking that the employees are contracted to, and which is the company to whom contractors provide their services, based on the fair value of share options granted in the period. As the share options are issued in relation to the shares of the parent company, the transaction is accounted for as a capital contribution in the individual company financial statements of both entities. All share awards are equity settled.
Group and company
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 January 2023
4,404,974
1,664,517
0.06
0.03
Granted
3,325,630
3,930,178
0.10
0.06
Exercised
(311,770)
(117,987)
0.06
0.03
Expired
(2,900,148)
(1,071,734)
0.06
0.03
Outstanding at 31 December 2023
4,518,686
4,404,974
0.06
0.05
Exercisable at 31 December 2023
204,632
-
-
-
The options outstanding at 31 December 2023 had an exercise price of £0.138 and a remaining contractual life of 4 years.
HELIOSX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
21
Share-based payment transactions
(Continued)
- 30 -
The weighted average fair value of options granted in the year was determined using the Black Scholes option pricing model. The Black Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee or contractor becomes entitled to the shares (the “vesting date”). The assumptions are as follows:
Option awards in: 2023 2022
Exercise price £0.059 £0.059
Risk free investment rate (%) 12% (note a) 12% (note a)
Dividend yield (%) 0% (note b) 0% (note b)
Volatility (%) 50% (note c) 50% (note c)
Expected life (years) 4 years 4 years
Fair value per award £0.86 £0.63
Note a – The risk-free rate is estimated at the market rate at the date of grant.
Note b – No dividends are expected to be paid over the life of the options.
Note c – Volatility is based on share price movement in a comparable entity over a period considered appropriate by the director.
The expected life used in the model has been adjusted, based on management’s best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.
Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.
Included within administrative expenses in the group statement of comprehensive income is a charge of £699,761 for the year ended 31 December 2023.
22
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0.0001p each
102,109,620
102,000,000
102
102
Ordinary B shares of 0.0001p each
311,770
117,987
-
-
HELIOSX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
22
Share capital
(Continued)
- 31 -
On 28 January 2022, 117,987 ordinary B shares were allotted at a fair value of 0.027694p per share giving rise to a share premium of £3,267.
On 28 February 2023, 109,620 ordinary A shares were allotted at a nominal value of 0.000001p per share.
On 6 January 2023, 20,596 ordinary B shares were allotted at a fair value of 0.027694p. From 10 March 2023 to 7 July 2023, 123,320 ordinary B shares were allotted at fair values of 0.027694p, 0.027070p, and 0.074120p. From 6 October 2023 to 29 November 2023 49,867 ordinary B shares were allotted at fair values of 0.027070p, 0.027694p, and 0.074115p. These allotments gave rise to a share premium of £5,608.
The holders of Ordinary shares as a class do not carry any present or future preferential right to dividends, to the company's assets on a winding up, or to be redeemed in preference to shares in any other class of shares. They have attached to them full voting rights and full dividend rights. They do not confer any rights of redemption. They have capital distribution rights limited to pro rata rights in proportion to the total number of ordinary shares.
The holders of Ordinary B shares as a class shall carry no right to receive notice of, to attend, to speak or to vote at any general meeting of the company nor to receive or vote on proposed written resolutions of the company. The shares carry no right to receive dividend or other distributions. The shares are non-transferable.
23
Acquisition of a business
On 28 February 2023 HeliosX Holdings Limited acquired 100 percent of the issued capital of Avianta Holdings Limited and subsidiaries. The following table sets out a summary of the assets and liabilities assumed during the transaction together with details of how the purchase consideration was settled.
Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
223,945
-
223,945
Trade and other receivables
50,555
-
50,555
Cash and cash equivalents
72,535
-
72,535
Trade and other payables
(3,318,344)
-
(3,318,344)
Total identifiable net assets
(2,971,309)
-
(2,971,309)
Goodwill
3,271,309
Total consideration
300,000
The consideration was satisfied by:
£
Cash
147,000
Issue of shares
153,000
300,000
HELIOSX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
23
Acquisition of a business
(Continued)
- 32 -
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
1,136,905
Loss after tax
(278,462)
24
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
209,541
290,449
-
-
Between two and five years
127,224
336,765
-
-
336,765
627,214
-
-
25
Related party transactions
Debtors falling due within one year comprise balances of £1,197,086 (2022: £4,177,625) which are due from companies under common ownership. These amounts are interest free, unsecured, and repayable on demand.
An amount was owed by a company under common ownership which was acquired by the group during the current financial year. In the prior year the amount owed was £3,051,473 which comprised £664,773 on which interest was levied at a rate of 7% resulting in interest of £46,571 and £2,386,700 which was non-interest bearing. Amounts were unsecured, and repayable on demand.
Creditors falling due within one year comprise balances of £3,234,974 (2022: £2,710,451) which are due to companies under common ownership which are interest free, unsecured and repayable on demand.
Included within turnover are amounts of £525,722 (2022: £305,627), and included within purchases are amounts of £43,500 (2022: £nil) from a company under common ownership.
Included within turnover are amounts of £474,925 (2022: £nil), and included within purchases are amounts of £660,417 (2022: £340,599), from a company of which a director has ownership in.
Included within purchases are amounts of £137,656 (2022: £nil) from a company under common directorship with a fellow group undertaking.
Key management personnel were granted 204,632 shares during the year, which were vested immediately. A share option charge of £175,765 has been recognised in the year.
HELIOSX HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 33 -
26
Cash generated from/(absorbed by) group operations
2023
2022
£
£
Loss for the year after tax
(1,273,197)
(2,611,855)
Adjustments for:
Taxation credited
(214,758)
(280,611)
Finance costs
625
1,311
Investment income
(876)
(46,571)
Loss on disposal of tangible fixed assets
1,334
685
Amortisation and impairment of intangible assets
885,071
348,630
Depreciation and impairment of tangible fixed assets
105,578
139,694
Other gains and losses
-
(61,367)
Equity settled share based payment expense
699,791
310,189
Currency translation differences
110,783
(167,721)
Movements in working capital:
Increase in stocks
(342,389)
(390,605)
Decrease in debtors
3,587,533
423,481
Decrease in creditors
(3,425,598)
(319,894)
Cash generated from/(absorbed by) operations
133,897
(2,654,634)
The working capital movement in creditors in the note above is adjusted for the net impact of funds introduced from companies under common ownership totalling £1,514,600 (2022: £1,003,067) in the year which are presented within the financing section of the cash flow statement. The directors consider that this best represents the nature of these transactions. The funds introduced are interest free, unsecured, and repayable on demand.
27
Analysis of changes in net funds - group
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
3,241,734
1,271,256
4,512,990
28
Controlling party
The ultimate controlling party of the group and parent company is D G D'Souza.
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